Acquired Entities. (a) To the extent in existence, each Acquired Entity is duly organized and validly existing under the laws of its jurisdiction of organization and has all organizational powers required to carry on its business as now conducted. Any Acquired Entity that is organized after the date of this Agreement shall be duly organized and validly existing under the laws of its jurisdiction of organization as of the date of its organization, and shall have all organizational powers required to carry on its business as shall be proposed to be conducted.
(b) To the extent in existence, the authorized and issued and outstanding shares, membership interests or other voting or equity interests of each such Acquired Entity is set forth in Section 3.06(b) of the Disclosure Schedule. Such issued and outstanding shares, or equity interests of each Acquired Entity that are reflected on Section 3.06(b) of the Disclosure Schedule as being owned by Seller constitute all of the Purchased Shares and are owned beneficially and of record directly or indirectly by Seller free and clear of any Lien (other than Liens arising under applicable securities laws), and have been duly authorized and validly issued and, to the extent such terms are applicable, are fully paid and non-assessable. Except as set forth in Section 3.06(b) of the Disclosure Schedule, there are no outstanding (i) shares of capital stock, equity interest or voting securities of any Acquired Entity, (ii) securities of any Acquired Entity convertible into or exchangeable for shares of capital stock, equity interest or voting securities of such Acquired Entity, or (iii) options, phantom equity, equity appreciation or similar rights, or other rights to acquire from any Acquired Entity, or other obligations of any Acquired Entity to issue, any capital stock, equity interest, voting securities or securities convertible into or exchangeable for capital stock, equity interest or voting securities of such Acquired Entity (the foregoing, collectively, “Acquired Entity Securities”). Except for this Agreement, there are no binding agreements, arrangements, warrants, preemptive rights, options, puts, rights or other outstanding commitments or rights, to which Seller or any Acquired Entity is a party relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting or transfer of any of the Acquired Entity Securities. There are no outstanding obligations of any Acquired Entity to repurchase, redeem or othe...
Acquired Entities. (a) Section 4.4(a) of the Disclosure Schedule sets forth for each Acquired Entity (i) its name and jurisdiction of formation, (ii) the authorized, issued and outstanding equity ownership interests of such entity, and (iii) the names of the holders thereof, and the number of ownership interests held by each such holder.
(b) Each holder of the ownership interests of each Acquired Entity listed on Section 4.4(a) of the Disclosure Schedule has good and valid title to, and is the sole record and beneficial owner of, such ownership interests, free and clear of all Liens (except for Permitted Liens) and Restrictions.
(c) All of the equity ownership interests of each Acquired Entity listed on Section 4.4(a) of the Disclosure Schedule have been validly issued, have been fully paid and are nonassessable. There are no outstanding options, warrants, agreements or other rights of any kind relating to the sale or issuance of additional shares of capital stock or other securities in, or of any securities convertible into, exchangeable for or evidencing the right to purchase any shares of capital stock or other securities in any Acquired Entity.
Acquired Entities. Each of the following conditions shall be satisfied by the Obligors with respect to each Acquired Entity acquired on or after the date hereof:
(a) the Acquired Entity shall have executed all documentation and taken all steps required pursuant to which such Acquired Entity shall become a Guarantor under this Financing Agreement and shall agree to be bound by the terms of this Financing Agreement applicable to a Guarantor;
(b) the Acquired Entity shall have executed all documentation and take all steps required to give the Agent a first priority perfected Lien in all of such Acquired Entity’s Inventory and Accounts, which Lien shall not be subject to any other financing arrangement;
(c) the Agent shall have received a certificate of the Secretary or Assistant Secretary (or other appropriate representative) of such Acquired Entity attesting to the organization documents (e.g. Certificate of Incorporation, Bylaws, Articles of Organization, Operating Agreement) of such Acquired Entity and all amendments thereto and to all corporate action taken by such Acquired Entity, including resolutions of its Board of Directors (or other governing body) authorizing the execution, delivery and performance of this Financing Agreement and any other documents executed in connection therewith; and
(d) the Agent shall have received a favorable opinion of counsel to such Acquired Entity covering all of the matters covered by (a), (b) and (c) above, and as to such other matters as the Agent may reasonably request.
Acquired Entities. Notwithstanding anything to the contrary contained herein, the Borrower will not permit any Acquired Entity to create, incur, assume or permit to exist any Debt (other than the Indebtedness) or Lien (other than the Lien securing the payment of the Indebtedness), make any loans, advances or investments in any persons, or sell or transfer any of its property, whether now owned or hereafter acquired except for Debt and Liens in favor of the Borrower and Liens permitted by Section 9.02.
Acquired Entities. Notwithstanding anything to the contrary herein, if a legal entity or business unit becomes an Affiliate of Licensee, or a business unit of Licensee or its Affiliate, after the Effective Date (an “Acquired Entity”), the licenses, covenant not to assert and release under this Agreement shall not extend to any products or services of that Acquired Entity, or to any new or modified products or services based thereon, if the Acquired Entity or any of its pre-acquisition Affiliates is then engaged in litigation or other adversarial proceedings with any of Licensors.
Acquired Entities. Schedule 2 sets forth, for each of the Acquired Entities, the name, jurisdiction of organization, holder(s) of Capital Stock (and number of shares or percentage interests held for each such holder) of such Acquired Entity.
Acquired Entities. AgileThought Argentina, S.A. • AgileThought Brasil Servicos de Consultoria em Software, LTDA • AgileThought Costa Rica SA • AgileThought S.A.P.I. de C.V.
Acquired Entities. “Acquired Entities” means the Company and each of its Subsidiaries, collectively.
Acquired Entities. Sellers shall have delivered to Purchaser documentation reasonably satisfactory to the Parties evidencing (i) the valid transfer to Purchaser of the Equity Interests of the Acquired Entities at Closing, free and clear of all Liens (other than Permitted Encumbrances), including, to the extent any such Equity Interests are certificated, certificates evidencing such Equity Interests duly endorsed in blank or accompanied by transfer powers duly executed in blank, and (ii) the completion of the steps of the Pre-Closing Reorganization necessary to eliminate any liabilities described therein owed by an Acquired Entity to one or more Sellers.
Acquired Entities. (a) To the extent in existence and designated as an Acquired Entity as of the date of this Agreement, each such Acquired Entity is duly organized and validly existing under the laws of its jurisdiction of organization and has all organizational powers required to carry on its business as now conducted. Any Acquired Entity that is organized after the date of this Agreement shall be duly organized and validly existing under the laws of its jurisdiction of organization as of the date of its organization, and shall have all organizational powers required to carry on its business as shall be proposed to be conducted.
