On the Effective Date, after giving effect to the transactions contemplated hereby to occur on the Effective Date, the authorized Equity Interests of Ultimate Parent and each of its Subsidiaries and the issued and outstanding Equity Interests of Ultimate Parent and each of its Subsidiaries are as set forth on Schedule 6.01(e). All of the issued and outstanding shares of Equity Interests of Ultimate Parent and each of its Subsidiaries have been validly issued and are fully paid and non-assessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. All Equity Interests of such Subsidiaries of Ultimate Parent are owned by Ultimate Parent free and clear of all Liens (other than Permitted Specified Liens). Except as described on Schedule 6.01(e), there are no outstanding debt or equity securities of Ultimate Parent or any of its Subsidiaries and no outstanding obligations of Ultimate Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from Ultimate Parent or any of its Subsidiaries, or other obligations of Ultimate Parent or any of its Subsidiaries to issue, directly or indirectly, any shares of Equity Interests of Ultimate Parent or any of its Subsidiaries.