Acquired Companies. (a) Each Acquired Company is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each Acquired Company has the requisite power and authority to own, lease or operate the properties and assets that it purports to own, lease or operate and to carry on its business as now being conducted. Each Acquired Company is duly qualified and licensed and is in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except for instances where the failure to be so qualified or licensed, and the failure to maintain such good standing, will not in the aggregate have a Material Adverse Effect on the Acquired Companies, taken as a whole. (b) Disclosure Schedule 4.4 sets forth a complete list of the Acquired Companies and, if applicable, the following information for each Acquired Company: (i) its name and jurisdiction of incorporation or organization; (ii) its date of incorporation or organization; (iii) its authorized share capital or other equity interests; (iv) the number and type of its issued and outstanding share capital or other equity interests; and (v) the current ownership of such share capital or other equity interests (including the identity of each shareholder and the number of shares held by each). (c) With respect to each Acquired Company, the Seller and each Acquired Company owning stock or share capital or other equity interests in such Acquired Company (i) are equity interest holders or shareholders in good standing, (ii) own their interests as identified in Disclosure Schedule 4.4 free and clear of all Encumbrances and (iii) are not in breach of any provision of any agreement, document or contract governing their rights in, or to the interests so owned or held in, such Acquired Company. There are no agreements or understandings in effect with respect to the voting or transfer of any interest in any Acquired Company.
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Samples: Share Purchase Agreement, Share Purchase Agreement (China Medical Technologies, Inc.)
Acquired Companies. Schedule 4.5 sets forth a true and complete list of each of the Acquired Companies, including the jurisdiction of formation of each Acquired Company, any jurisdictions in which each Acquired Company is qualified to do business as a foreign entity, and the authorized (if applicable) and issued and outstanding Capital Interests of each Acquired Company. Each Acquired Company (a) Each Acquired Company is either a corporation duly incorporated or a limited liability company or partnership duly organized, and is validly existing and in good standing under the laws of its jurisdiction of incorporation formation, as the case may be, (b) has all necessary corporate, limited liability company or organization. Each Acquired Company has the requisite partnership power and authority to own, lease or operate own the properties and assets that now owned by it purports to own, lease or operate and to carry on its business the Business as now being conducted. Each Acquired Company currently conducted by it, and (c) is duly qualified and licensed to do business and is in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or where the nature of the business conducted by it Business or ownership of its properties makes such qualification or licensing necessary, except for instances where the failure to have such power or authority, to be so in good standing or to be duly qualified or licensedto transact business, and the failure would not reasonably be expected to maintain such good standing, will not in the aggregate have a Material Adverse Effect on the Acquired Companies, taken as a whole.
(b) Disclosure Schedule 4.4 sets forth a complete list Effect. All of the outstanding Capital Interests of each Acquired Companies Company are duly and validly issued and are owned as set forth on Schedule 4.5, free and clear of any Liens (other than as identified on Schedule 4.5) and, if applicable, the following information for each Acquired Company: (i) its name are fully paid and jurisdiction of incorporation or organization; (ii) its date of incorporation or organization; (iii) its authorized share capital nonassessable. Except as set forth on Schedule 4.5, there are no outstanding options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other equity interests; (iv) the number and type of its issued and contracts or commitments that could require any Acquired Company to issue, sell, or otherwise cause to become outstanding share capital any Capital Interests. Except as set forth on Schedule 4.5, there are no outstanding or other equity interests; and (v) the current ownership of such share capital authorized stock appreciation, phantom stock, profit participation, or other equity interests (including the identity of each shareholder and the number of shares held by each).
(c) With similar rights with respect to each Acquired Company, the Seller and each Acquired Company owning stock or share capital or other equity interests in such Acquired Company (i) are equity interest holders or shareholders in good standing, (ii) own their interests as identified in Disclosure Schedule 4.4 free and clear of all Encumbrances and (iii) are not in breach of any provision of any agreement, document or contract governing their rights in, or to the interests so owned or held in, such Acquired Company. There are no agreements New Asworth and the Acquired Companies will not at the Closing and immediately following the effectuation of the Preliminary Transactions own or understandings in effect with respect have any right or obligation to the voting purchase or transfer of otherwise acquire, directly or indirectly, any interest Capital Interest in any Person other than the Acquired CompanyCompanies.
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Acquired Companies. (a) Each Acquired Company is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each Acquired Company has the requisite power and authority to own, lease or operate the properties and assets that it purports to own, lease or operate and to carry on its business as now being conducted. Each Acquired Company is duly qualified and licensed and is in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except for instances where the failure to be so qualified or licensed, and the failure to maintain such good standing, will not in the aggregate have a Material Adverse Effect on the Acquired Companies, taken as a whole.
(b) Disclosure Schedule 4.4 sets forth a complete list of the Acquired Companies and, if applicable, the The following information for each Acquired CompanyCompany set forth in Schedule 1.01(a) to this Agreement is true, complete and accurate: (i) its name and jurisdiction of incorporation or organization; (ii) its date of incorporation or organization; (iii) its authorized capital stock or share capital or other equity interestsEquity Interests; (iv) the number and type of its issued and outstanding stock or share capital or other equity interestsEquity Interests; and (v) the current ownership of such stock or share capital or other equity interests Equity Interests. The Acquired Companies listed in Schedule 1.01(a) to this Agreement (including excluding the identity Target itself) comprise all the Subsidiaries of the Target.
(b) Each Acquired Company is duly incorporated or is organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization. Each Acquired Company has the requisite power and authority to own, lease and operate the properties and assets it now owns, leases and operates and to carry on its business as it is now being conducted and as proposed to be conducted. Each Acquired Company (including, where applicable, its branches or offices or places of business) is duly qualified and licensed and is in good standing (where applicable) to do business in each shareholder and jurisdiction in which property is owned, leased or operated by it or the number nature of shares held the business conducted by each)it makes such qualification or licensing necessary.
(c) With respect to each Acquired Company, the Seller and each Each Acquired Company owning stock or share capital or other equity interests Equity Interests in such another Acquired Company Company: (i) are equity interest holders or shareholders in has good standing, and valid title to such interests; (ii) own their owns such interests as identified in Disclosure Schedule 4.4 free and clear of all Encumbrances Liens; and (iii) are is not in breach of any provision of any agreement, document or contract governing their its or such other Acquired Company’s rights in, in or to the interests so owned or held in, in such other Acquired Company. There are no agreements or understandings in effect with respect to the voting or transfer of any interest Equity Interest in any Acquired Company.
(d) The Restructuring has been conducted in accordance with the Restructuring Plan and Applicable Law, all material Permits required by Applicable Law in connection with the Restructuring have been obtained, and there are no outstanding or potential or contingent material liabilities of any Acquired Company as the result of the Restructuring.
(e) Schedule 3.04(e) to the Disclosure Schedule sets out each jurisdiction (indicating each relevant city and region within each indicated country) where the Acquired Companies broadcast their signal, have material properties or assets, have employees or otherwise conduct the Business.
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Acquired Companies. (a) Each Acquired Company is a corporation, limited liability company or limited partnership duly incorporated or organized, validly existing and in good standing (or equivalent status) under the laws Laws of its jurisdiction of incorporation organization, has all corporate, limited liability company or organization. Each Acquired Company has limited partnership power, as the requisite power case may be, and authority to own, lease or and operate the its properties and assets that it purports to own, lease or operate and to carry on its business as now being conducted. Each Acquired Company conducted and is duly qualified and licensed to do business as a foreign corporation, limited liability company or limited partnership and is in good standing to do business in each jurisdiction in which where the character of the property owned, owned or leased or operated by it or the nature of the business conducted by it its activities makes such qualification or licensing necessary, except for instances necessary and where the failure to be so qualified or licensed, and the failure could reasonably be expected to maintain such good standing, will not in the aggregate have a Material Adverse Effect on Effect. Section 4.05(a) of the Disclosure Schedule identifies each Acquired Company, its respective jurisdiction of organization and each jurisdiction in which such Acquired Company is qualified to do business as a foreign corporation, limited liability company or limited partnership. The Acquired Companies have made available to Sunrise true and complete copies of each Acquired Companies’ certificate of incorporation, certificate of formation or certificate of limited partnership, as applicable, and bylaws, partnership agreement or limited liability company agreement, as applicable. Such documents are in full force and effect and no other organizational documents are applicable to or binding upon the Acquired Companies, taken as a whole.
(b) Disclosure Schedule 4.4 sets forth a complete list The board of directors of the Acquired Companies andCompany has, if applicableprior to the execution and delivery of this Agreement, the following information for each Acquired Company: unanimously (i) its name and jurisdiction determined that the adoption of incorporation or organizationthe Charter Amendment is in the best interests of the stockholders of the Company; (ii) its date of incorporation or organizationadopted and approved the Charter Amendment; (iii) its authorized share capital directed that the Charter Amendment be submitted to the Stockholders entitled to vote thereon for consideration and approval at a meeting or other equity interestsby written consent in accordance with the DGCL; and (iv) resolved to recommend and recommended the number and type approval of its issued and outstanding share capital the Charter Amendment by the Stockholders entitled to vote thereon in accordance with the DGCL. Section 4.05(b) of the Disclosure Schedule sets forth the Stockholder vote required for the approval of the Charter Amendment ( the “Stockholder Charter Amendment Approval”). The Stockholder Charter Amendment Approval is the only vote, approval or other equity interests; corporate action of the holders of any class or series of Company Capital Stock necessary to approve, authorize and adopt the Charter Amendment, except for the consent of the ACS Stockholder as lender under the loan agreement described in Section 4.16 of the Disclosure Schedule (v) which consent has been obtained). After receipt of the current ownership of such share capital Stockholder Charter Amendment Approval, no vote, approval or other equity interests (including corporate action on the identity part of any holder of any capital stock or other security of the Company is required to approve or adopt the Charter Amendment. The Stockholder Charter Amendment Approval has been obtained by the written consent of the holders of each shareholder class of Company Capital Stock and delivered to Sunrise concurrently with the number execution and delivery of shares held by each)this Agreement.
(c) With respect to each Acquired Company, the Seller and each Acquired Company owning stock or share capital or other equity interests in such Acquired Company (i) are equity interest holders or shareholders in good standing, (ii) own their interests as identified in Disclosure Schedule 4.4 free and clear of all Encumbrances and (iii) are not in breach of any provision of any agreement, document or contract governing their rights in, or to the interests so owned or held in, such Acquired Company. There are no agreements or understandings in effect with respect to the voting or transfer of any interest in any Acquired Company.
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