Except as set forth in Schedule 3(y) , the Company owns, directly or indirectly, all of the share capital or other equity interests of its Subsidiary free and clear of any Liens, and all of the issued and outstanding share capital of its Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. Except as set forth in Schedule 3(y) , the Company has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiary as owned by the Company. Except as set forth in Schedule 3(y) , the Company is not, directly or indirectly, a participant in any joint venture, partnership or similar agreement.