Common use of Acquired Subsidiaries Clause in Contracts

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. Set Schedule 4.7 sets forth in SECTION 5.7 of the Company Disclosure Letter for each Acquired Subsidiary is Subsidiary: (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, (iic) 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 (iiid) the number of shares of its Equity Interests held in treasury, and (ce) if such Acquired Subsidiary is not a corporation, (i) the class of Equity Interests created under such Acquired Subsidiary's ’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 non-assessable and (B) that is not a corporation (x) have (i) been duly created pursuant to the Laws of the jurisdiction of such Acquired Subsidiary, Subsidiary and (iiy) 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)Encumbrances. No Equity Commitments exist or are authorized with respect to any Acquired Subsidiaries or their 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 Except as set forth on Schedule 4.7, 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. Set forth in SECTION 5.7 on SCHEDULE 4.7 is a list of the Company Disclosure Letter Company's Subsidiaries (the "ACQUIRED SUBSIDIARIES") and 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 non-assessable and (B) that is not a corporation have (i) have 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, loans, or credit support. 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 or are authorized with respect to any Acquired Subsidiaries or their 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 SubsidiarySubsidiary except San Diego Fresca LLC.

Acquired Subsidiaries. Set forth in SECTION 5.7 on SCHEDULE 6.7 is a list of each Target Company's Subsidiaries (collectively, the Company Disclosure Letter "ACQUIRED SUBSIDIARIES") and 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. Each Acquired Subsidiary is a Private Issuer. 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) have 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, loans, or credit support. 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 or are authorized with respect to any Acquired Subsidiaries or their 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. Set Other than the Acquired Subsidiaries, Sellers have no equity ownership in any other Person conducting the Business or owning any Purchased Assets. Schedule 3.5 lists all classes or series of capital stock or other equity interests of the Acquired Subsidiaries authorized, issued or outstanding. Except as set forth in SECTION 5.7 of the Company Disclosure Letter for each Acquired Subsidiary is (a) its name and jurisdiction of creationSchedule 3.5, 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 all of the issued and outstanding Equity Interests shares of capital stock or other equity interests of each of the Acquired Subsidiary (A) that is a corporation have been duly authorized Subsidiaries are owned by one or more of the Sellers or by directors as qualifying shares as set forth on Schedule 3.5, free and clear of all liens, encumbrances and transfer restrictions, and such stock and interests 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 Transactionsassessable. There are no outstanding rights of subscription, warrants, calls, options, contracts or authorized Equity Commitments other similar agreements, issued or granted by the Sellers or any of the Acquired Subsidiaries to any third party, to purchase or otherwise acquire capital stock or other equity interests of any of the Acquired Subsidiaries. All dividends and other distributions paid by the Acquired Subsidiaries were duly and lawfully declared and paid in full and none of the Acquired Subsidiaries has any unpaid note or other obligation with respect to any such dividend or other distribution. Except as set forth in Schedule 3.5, the 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 Subsidiaries have not guaranteed, assumed or otherwise acquire become responsible for any liability or other obligation of the Sellers or any of its Equity Interests. No Acquired Entity controlstheir Affiliates, directly or indirectly, or has and do not hold any direct or indirect Equity Interest equity interests in any Person that is not an Person. Schedule 3.5 sets forth for each country where there are Purchased Assets or Employees the name of each of the Sellers and Acquired SubsidiarySubsidiaries owning such Purchased Assets or employing such Employees.

Acquired Subsidiaries. Set forth in SECTION 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.the

Acquired Subsidiaries. Set forth in SECTION 5.7 Section 4.5 of the Company Vendor Disclosure Letter for Schedule sets forth with respect to each Acquired Subsidiary is (a) its name and jurisdiction of creation, formation, or organizationincorporation, (b) if such each jurisdiction in which it is qualified to do business as a foreign or extra-provincial corporation, (c) the authorized, issued and outstanding shares of its capital stock, and (d) the holder or holders of all of the issued and outstanding shares of its capital stock. Each Acquired Subsidiary is a corporationcorporation duly organized, (i) validly existing and in good standing under the number of authorized Equity Interests of each class laws of its Equity Interests, (ii) the number jurisdiction of issued incorporation and outstanding Equity Interests of each class of has full authority and corporate power to conduct 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 business as it is currently being conducted. Each Acquired Subsidiary is not duly qualified to do business, and is in good standing, in each jurisdiction where the nature of its properties or business requires such qualification, except for failures to be so qualified which could not, individually or in the aggregate, have a corporation, (i) Material Adverse Effect on the class of Equity Interests created under such Acquired Subsidiary's Organizational Documents and (ii) the holder(s) of such Equity InterestsSubsidiaries. All of the issued and outstanding Equity Interests shares of capital stock 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 assessable, and require no further capital contribution. The Acquired Entities hold are owned of record and own beneficially all beneficially, and free of any Liens, by the Vendors or another Acquired Subsidiary (as reflected in Section 4.5 of the outstanding Equity Interests of the Acquired Subsidiaries, free Vendor Disclosure Schedule and clear of any Encumbrances (other than restrictions under the Securities Act and state securities Laws). No Equity Commitments exist with respect subject to any Equity Interests of such Acquired Subsidiaries and no such Equity Commitments will arise in connection with the TransactionsLiens therein noted). There are no preemptive rights or outstanding subscriptions, options, warrants, calls, rights, convertible securities, obligations to make capital contributions or authorized Equity Commitments with respect to any Acquired Subsidiary advances, voting trust arrangements, shareholders' agreements or its Equity Interests. There are no Contracts with respect other agreements, commitments or understandings relating to the voting or transfer capital stock of any Acquired Subsidiary's Equity Interests. No Acquired Subsidiary Each of Laidxxx Xxxte Systems (Canada) Ltd. and Laidxxx Xxxte Systems Ltd. is obligated to redeem or otherwise acquire any a "private company" within the meaning 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 Subsidiarythe Securities Act (Ontario).

Acquired Subsidiaries. Set forth in SECTION 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. Set forth in SECTION 5.7 Section 4.5 of the Company Vendor Disclosure Letter for Schedule sets forth with respect to each Acquired Subsidiary is (a) its name and jurisdiction of creation, formation, or organizationincorporation, (b) if such each jurisdiction in which it is qualified to do business as a foreign or extra-provincial corporation, (c) the authorized, issued and outstanding shares of its capital stock, and (d) the holder or holders of all of the issued and outstanding shares of its capital stock. Each Acquired Subsidiary is a corporationcorporation duly organized, (i) validly existing and in good standing under the number of authorized Equity Interests of each class laws of its Equity Interests, (ii) the number jurisdiction of issued incorporation and outstanding Equity Interests of each class of has full authority and corporate power to conduct 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 business as it is currently being conducted. Each Acquired Subsidiary is not duly qualified to do business, and is in good standing, in each jurisdiction where the nature of its properties or business requires such qualification, except for failures to be so qualified which could not, individually or in the aggregate, have a corporation, (i) Material Adverse Effect on the class of Equity Interests created under such Acquired Subsidiary's Organizational Documents and (ii) the holder(s) of such Equity InterestsSubsidiaries. All of the issued and outstanding Equity Interests shares of capital stock 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 assessable, and require no further capital contribution. The Acquired Entities hold are owned of record and own beneficially all beneficially, and free of any Liens, by the Vendors or another Acquired Subsidiary (as reflected in Section 4.5 of the outstanding Equity Interests of the Acquired Subsidiaries, free Vendor Disclosure Schedule and clear of any Encumbrances (other than restrictions under the Securities Act and state securities Laws). No Equity Commitments exist with respect subject to any Equity Interests of such Acquired Subsidiaries and no such Equity Commitments will arise in connection with the TransactionsLiens therein noted). There are no preemptive rights or outstanding subscriptions, options, warrants, calls, rights, convertible securities, obligations to make capital contributions or authorized Equity Commitments with respect to any Acquired Subsidiary advances, voting trust arrangements, 25 - 19 - shareholders' agreements or its Equity Interests. There are no Contracts with respect other agreements, commitments or understandings relating to the voting or transfer capital stock of any Acquired Subsidiary's Equity Interests. No Acquired Subsidiary Each of Laidxxx Xxxte Systems (Canada) Ltd. and Laidxxx Xxxte Systems Ltd. is obligated to redeem or otherwise acquire any a "private company" within the meaning 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 Subsidiarythe Securities Act (Ontario).