The Subsidiaries are all of the direct and indirect subsidiaries of the Company (other than Synthesis Energy Systems (Zao Zhuang) New Gas Company Ltd., a Chinese company and SES Asia Technologies, Ltd., a Hong Kong company). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any “ Liens ” (which for purposes of this Agreement means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction), and all the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.