Acquired Subsidiaries Sample Clauses

Acquired Subsidiaries. Set forth in SECTION 5.7 of the Company Disclosure Letter for each Acquired Subsidiary is (a) its name and jurisdiction of creation, formation, or organization, (b) if such Acquired Subsidiary is a corporation, (i) the number of authorized Equity Interests of each class of its Equity Interests, (ii) the number of issued and outstanding Equity Interests of each class of its Equity Interests, the names of the holders thereof, and the number of Equity Interests held by each such holder, and (iii) the number of Equity Interests held in treasury, and (c) if such Acquired Subsidiary is not a corporation, (i) the class of Equity Interests created under such Acquired Subsidiary's Organizational Documents and (ii) the holder(s) of such Equity Interests. All of the issued and outstanding Equity Interests of each Acquired Subsidiary (A) that is a corporation have been duly authorized and are validly issued, fully paid, and nonassessable and (B) that is not a corporation have (i) been duly created pursuant to the Laws of the jurisdiction of such Acquired Subsidiary, (ii) have been issued and paid for in accordance with the Organizational Documents governing such Acquired Subsidiary, and (iii) except as expressly contemplated by the Organizational Documents governing such Acquired Subsidiary, are fully paid and non-assessable and require no further capital contribution. The Acquired Entities hold of record and own beneficially all of the outstanding Equity Interests of the Acquired Subsidiaries, free and clear of any Encumbrances (other than restrictions under the Securities Act and state securities Laws). No Equity Commitments exist with respect to any Equity Interests of such Acquired Subsidiaries and no such Equity Commitments will arise in connection with the Transactions. There are no outstanding or authorized Equity Commitments with respect to any Acquired Subsidiary or its Equity Interests. There are no Contracts with respect to the voting or transfer of any Acquired Subsidiary's Equity Interests. No Acquired Subsidiary is obligated to redeem or otherwise acquire any of its Equity Interests. No Acquired Entity controls, directly or indirectly, or has any direct or indirect Equity Interest in any Person that is not an Acquired Subsidiary.

Acquired Subsidiaries. (a) Each of the Acquired Subsidiaries (i) is a legal entity duly organized, validly existing and, to the extent legally applicable, in good standing under the laws of its jurisdiction of incorporation or organization and (ii) has the requisite corporate or similar organizational powers to carry on its business as currently conducted, except as would not be material to the Acquired Group, taken as a whole. Each of the Acquired Subsidiaries is duly qualified to do business and, to the extent legally applicable, is in good standing as a foreign entity in each jurisdiction in which the character of the properties owned or leased by it or in which the conduct of its business requires it to be so qualified, except for those jurisdictions where the failure to be so qualified or in good standing would not have a Company Material Adverse Effect. (b) Section 3.06(b) of the Company Disclosure Schedule sets forth, as of the date of this Agreement and as of the Closing (after giving effect to the Pre-Closing Restructuring), for the Company and each of the Acquired Subsidiaries, (i) the name and jurisdiction of its organization and tax residence and (ii) the number of issued and outstanding shares of each class and series of capital stock or other Equity Securities of such Person and to whom such Equity Securities are issued. All such Equity Securities are duly authorized, validly issued, fully paid, nonassessable, free of preemptive or subscription rights, rights of first refusal or first offer and other similar rights and free and clear of any Liens (other than Permitted Liens). Except for the Persons as set forth on Section 3.06(b) of the Company Disclosure Schedule, no member of the Acquired Group (A) owns, or as a result of the Pre-Closing Restructuring will own, directly or indirectly, any Equity Securities in any Person (other than another member of the Acquired Group), (B) has any rights to and is not bound by any commitment or obligation to acquire by any means, directly or indirectly, any Equity Securities in, or to make any investment in, or contribution or advance to, any Person or (C) controls, directly or indirectly, any Person. As of the Closing and after giving effect to the Pre-Closing Restructuring, all Equity Securities of each Person set forth on Section 3.06(b) are owned beneficially and of record, directly or indirectly, by the Company.

Acquired Subsidiaries. (a) All of the Acquired Subsidiary Equity has been duly authorized and validly issued (and has not been issued in violation of, and is not subject to, any preemptive rights, rights of first refusal, or similar rights or in violation of any applicable state or federal securities Laws) and is fully paid and non-assessable, and such Acquired Subsidiary Equity collectively constitutes all of the issued and outstanding equity interests of the Acquired Subsidiaries. Except for the Acquired Subsidiary Equity, there are no (x) issued, outstanding or authorized securities or other similar ownership interests of any class or type of or in any of the Acquired Subsidiaries, or (y) outstanding or authorized options, warrants, calls, purchase rights, subscription rights, exchange rights or other rights, convertible securities, agreements or commitments of any kind pursuant to which any of the Acquired Subsidiaries is or may become obligated to (i) issue, transfer, sell or otherwise dispose of any of its securities, or any securities convertible into or exercisable or exchangeable for its securities, or (ii) redeem, purchase or otherwise acquire any outstanding securities of either of the Acquired Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profits interest, economic interests, participation interests, or other similar rights with respect to any of the Acquired Subsidiaries. (b) BGC US is the legal and beneficial owner of the Acquired Subsidiary Equity, and has good title thereto, free and clear of all Liens (other than restrictions on transfers of securities imposed by applicable federal or state securities Laws) and with no restriction on the voting rights and other incidents of record and beneficial ownership pertaining thereto. Except for this Agreement, there are no outstanding agreements or understandings between Parent or any of its Affiliates or members of the Cantor Group, on the one hand, and any other Person, on the other hand, with respect to the acquisition, disposition, transfer, registration or voting of or any other matters in any way pertaining or relating to, or any other restrictions on any of the securities of any of the Acquired Subsidiaries. (c) The Acquired Subsidiaries do not own or hold, directly or indirectly, any shares of capital stock or other equity or voting interests or any other security or other interests in any Person. There is no outstanding or authorized obligation or agreement of any kind r...

Acquired Subsidiaries. (a) Schedule 4.3 sets forth, with respect to each Acquired Subsidiary, the number of equity interests thereof issued and outstanding, the names of all owners of such equity interests, and the amount of equity owned by each such equity owner. (b) The outstanding equity interests of each Acquired Subsidiary are validly issued, fully paid, and non-assessable, and all such equity interests are owned by the applicable Sellers listed on Schedule 4.3, free and clear of any Liens, other than Permitted Liens. Seller Parent owns, directly or indirectly, 100% of the outstanding equity ownership interests of each Seller. There are no existing options, warrants, calls, rights, or Contracts or arrangements of any nature requiring, and there are no securities of any Acquired Subsidiary outstanding that upon conversion or exchange would require, the issuance of any equity interests of any Acquired Subsidiary or other securities convertible into, exchangeable for, or evidencing the right to subscribe for or purchase any equity interests in any Acquired Subsidiary. Except as set forth in Schedule 4.3, neither Seller Parent nor any of its Affiliates nor, to Sellers’ Knowledge, any other Person is a party to any voting trust or other Contract with respect to the voting, redemption, sale, transfer, or other disposition of the ownership interests of any Acquired Subsidiary. Schedule 4.3 lists all Contracts relating in any way to the ownership interests of any Acquired Subsidiary. All of the equity interests of the Acquired Subsidiaries have been issued in compliance with all Applicable Law. (c) Except for Sellers and the Acquired Subsidiaries, no other Affiliates of Seller Parent are engaged in the Finishing Business. The Acquired Subsidiaries are not primarily engaged in any business other than the Finishing Business.

Acquired Subsidiaries. The Company owns no Equity Interests in any Person.

Acquired Subsidiaries. Set forth on Schedule 4.5 for each Acquired Subsidiary is (a) its jurisdiction of creation, formation, or organization, (b) the number of authorized Equity Interests of each class of its Equity Interests, (c) the number of issued and outstanding Equity Interests of each class of its Equity Interests and the names of the holders thereof, and (d) the number of Equity Interests held in treasury. All of the issued and outstanding Equity Interests of each Acquired Subsidiary have been duly authorized and are validly issued, fully paid, and nonassessable. The Company owns beneficially all of the outstanding Equity Interests of the Acquired Subsidiaries, free and clear of any Encumbrances (other than restrictions under applicable securities Laws). There is no outstanding subscription, option, warrant, call, right or other agreement or commitment obligating the Company to issue, sell, deliver, transfer, repurchase, redeem or otherwise acquire (including any right of conversion or exchange under any outstanding security or instrument) any security or other evidence of any Equity Interest of any Acquired Subsidiary. Except as set forth on Schedule 4.5, there are no Contracts with respect to the voting of the Equity Interests of any Acquired Subsidiary. No Acquired Entity controls, directly or indirectly, or has any direct or indirect Equity Interest in any Person that is not an Acquired Subsidiary.

Acquired Subsidiaries. If any Person becomes a Subsidiary of any member of the SpinCo Group in any transaction after the Distribution (and such Person was not a member of the SpinCo Group or the Company Group prior to such transaction) (a “SpinCo Acquired Subsidiary”), then any Taxes of such SpinCo Acquired Subsidiary for any Tax Period (or portion thereof) ending on or prior to the date of such transaction shall be allocated to SpinCo. If any Person becomes a Subsidiary of any member of the Company Group in any transaction after the Distribution (and such Person was not a member of the SpinCo Group or the Company Group prior to such transaction) (a “Company Acquired Subsidiary”), then any Taxes of such Company Acquired Subsidiary for any Tax Period (or portion thereof) ending on or prior to the date of such transaction shall be allocated to the Company.

Acquired Subsidiaries. 14 4.6 Financial Statements; Undisclosed Liabilities............14 4.7

Acquired Subsidiaries. Each of the Acquired Subsidiaries (i) is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation, (ii) has all requisite corporate power to own or lease and to operate its properties and carry out the businesses in which it is engaged, and (iii) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction where such corporation’s ownership of property, or the conduct of such corporation’s business, requires such qualification, other than jurisdictions in which the failure to so qualify, individually or in the aggregate, would not have a material adverse effect on Caliber or such Acquired Subsidiary. Section 3.1(c) of the Disclosure Schedule lists each of the Acquired Subsidiaries and the jurisdictions in which each of the Acquired Subsidiaries is qualified or licensed to do business as a foreign corporation. Each Acquired Subsidiary is in good standing in each jurisdiction listed for such Acquired Subsidiary on Section 3.1(c) of the Disclosure Schedule.