Transferred Subsidiary. TRANSFERRED SUBSIDIARY" has the meaning set forth in Section 2.1(b) of the Separation Agreement.
Transferred Subsidiary. TRANSFERRED SUBSIDIARY" shall have the meaning set forth in Section 2.1(b) hereof.
Transferred Subsidiary. Section 3.3 of the Seller Disclosure Schedule sets forth the name of the Transferred Subsidiary, together with its jurisdiction of organization, its authorized and outstanding capital stock or other equity interests as of the date of this Agreement, the identity of each holder of its outstanding capital stock or other equity interests as of the date of this Agreement and the number and class of shares of capital stock or other equity interests held by each such holder as of the date of this Agreement. Seller or an Other Seller has good and valid title to all of the outstanding capital stock and other equity interests of the Transferred Subsidiary, in each case, free and clear of all Liens (other than Permitted Encumbrances). All of the outstanding shares of capital stock of the Transferred Subsidiary have been validly issued and, to the extent the Transferred Subsidiary is incorporated or organized in a jurisdiction where such concepts are applicable, are fully paid and non-assessable. There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the shares of capital stock of the Transferred Subsidiary (other than this Agreement) or obligating Seller or any of its Subsidiaries to issue or sell any shares of capital stock of, or any other interest in, the Transferred Subsidiary. The Transferred Subsidiary has all requisite corporate power and authority to own, lease and operate its respective assets, and to carry on the Business as and to the extent currently conducted by the Transferred Subsidiary. The Transferred Subsidiary is duly incorporated, founded or organized, as applicable, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its incorporation, foundation or organization. The Transferred Subsidiary is duly qualified to do business and, to the extent such concept is applicable, is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of the assets held by, or the conduct of the Business conducted by, such Person requires such qualification, except for failures to be so qualified or in good standing, as the case may be, that would not reasonably be expected, individually or in the aggregate with such other failures, to have a Material Adverse Effect. Nothing in this Agreement shall be construed to grant to Purchaser any right to continue to use the name “Kodak” in the name of the T...
Transferred Subsidiary. There are no outstanding shares of capital stock or other securities of the Transferred Subsidiary other than the Transferred Shares. The Seller (or a wholly-owned Subsidiary of the Seller) is the sole record and beneficial owner of and has good and marketable title to the Transferred Shares, free and clear of any lien, charge or encumbrance.
Transferred Subsidiary. Subject to the terms and conditions set forth herein, at the Closing, Seller and/or the applicable Seller Company shall sell, convey, assign, transfer and deliver to Buyer, free and clear of all Encumbrances, other than restrictions on transfer imposed by applicable Law, and Buyer shall purchase, acquire and accept from Seller and/or the applicable Seller Company, all of Seller and/or such Seller Company’s legal and beneficial right, title and interest in the Transferred Subsidiary Shares.
Transferred Subsidiary. (a) Capitalization; Ownership. Schedule 4.04(a) sets forth the names of, and ownership percentage or amount owned by, each owner of the Transferred Subsidiary Shares. All of the outstanding Transferred Subsidiary Shares have been duly authorized, are validly issued, fully paid and nonassessable and are free of preemptive rights and were not issued in violation of any preemptive rights. All issued and outstanding Transferred Subsidiary Shares and the certificates representing such Transferred Subsidiary Shares are owned of record and beneficially by the owners as set forth on Schedule 4.04(a), free and clear of all Encumbrances, other than restrictions on transfer imposed by applicable Law.
Transferred Subsidiary. The Key Holder shall have delivered to the Purchaser, the register of members of the Transferred Subsidiary certified by the registered agent or any director of the Transferred Subsidiary, reflecting the Company as the legal and beneficial owner of 100% of the issued share capital of the Transferred Subsidiary.
Transferred Subsidiary. As soon as practicable, and in any event no later than fifteen (15) Business Days after May 31, 2017, the Key Holder and the Company shall deliver to the Purchaser, the unaudited income statement and balance sheet of the Transferred Subsidiary as of May 31, 2017. Between the Closing and May 31, 2017, there shall not be any changes in such unaudited income statement and balance sheet from that reflected in the Transferred Subsidiary Financial Statements, except changes that would not have a Used Automobile Business Material Adverse Effect.
Transferred Subsidiary. The stock register of each Transferred Subsidiary accurately records (i) the name and address of each person owning shares of capital stock of such Transferred Subsidiary and (ii) the certificate number of each certificate evidencing shares of capital stock issued by such Transferred Subsidiary, the number of shares evidenced by each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation.
Transferred Subsidiary. 21 Section 7.35 Transitional Service Schedules............................................................21 Section 7.36 Underwriters..............................................................................21 Section 7.37
