Common use of Acquired Subsidiaries Clause in Contracts

Acquired Subsidiaries. (a) Section 4.3(a) of the Disclosure Schedule 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 Seller or the applicable Acquired Subsidiary as set forth on Section 4.3(a) of the Disclosure Schedule, free and clear of any Liens, other than Permitted Liens. 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. Neither Seller, any Acquired Subsidiary nor, to Seller’s 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. All of the equity interests of the Acquired Subsidiaries have been issued in compliance with all Legal Requirements. The Acquired Subsidiaries are not insolvent or over-indebted, and there are no pending insolvency proceedings or petitions for insolvency proceedings regarding any of the Acquired Subsidiaries.

Acquired Subsidiaries. (a) Section 4.3(a) All of the Disclosure Schedule sets forth, with respect to each Acquired Subsidiary, the number of equity interests thereof Subsidiary Equity has been duly authorized and validly issued (and outstanding, the names of all owners of such equity interestshas not been issued in violation of, and the amount is not subject to, any preemptive rights, rights of equity owned by each such equity owner. (bfirst refusal, or similar rights or in violation of any applicable state or federal securities Laws) The outstanding equity interests of each Acquired Subsidiary are validly issued, and is fully paid, paid and non-assessable, and such Acquired Subsidiary Equity collectively constitutes all such of the issued and outstanding equity interests are owned by Seller or of the applicable Acquired Subsidiaries. Except for the Acquired Subsidiary as set forth on Section 4.3(aEquity, 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 Disclosure ScheduleAcquired Subsidiaries, free and clear of any Liens, other than Permitted Liens. There are no existing or (y) outstanding or authorized options, warrants, calls, purchase rights, subscription rights, exchange rights or contracts other rights, convertible securities, agreements or arrangements commitments of any nature requiring, and there are no securities of kind pursuant to which 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. Neither Seller, any Acquired Subsidiary nor, to Seller’s 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. All of the equity interests of the Acquired Subsidiaries have been issued in compliance with all Legal Requirementsis 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. The Acquired Subsidiaries are not insolvent or over-indebted, and there There are no pending insolvency proceedings outstanding or petitions for insolvency proceedings regarding 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 requiring any of the Acquired Subsidiaries to make an investment in or to acquire the capital stock or other equity or voting interests or any other security or other interest in any Person. (d) Parent has delivered to Purchaser, prior to the execution of this Agreement, true and complete copies of the organizational documents of each Acquired Subsidiary. Such organizational documents are in full force and effect. No Acquired Subsidiary is in violation of any provision of such organizational documents. Parent has delivered to Purchaser copies of all applicable instruments, agreements, certificates or other documents entered into or filed in connection with the (i) contribution, assignment, conveyance or transfer to the Acquired Subsidiaries of the Acquired Assets and (ii) assumption by the Acquired Subsidiaries of the Assumed Liabilities. (e) As of the Closing Date, none of the Acquired Subsidiaries will own any material assets that are not Acquired Assets. No Acquired Subsidiary conducts or operates any material business other than the Business.

Acquired Subsidiaries. (a) Section 4.3(a) 3.2 of the Sellers Disclosure Schedule sets forthforth the name of each Acquired Subsidiary, and, with respect to each Acquired Subsidiarysuch entity, the number of equity interests thereof issued and outstandingjurisdiction in which it is incorporated or organized, the jurisdictions, if any, in which it is qualified to do business, the names of all shareholders or other equity owners and the number of shares of stock owned by each such equity interests, and shareholder or the amount of equity owned by each such equity owner. Each Acquired Subsidiary is a legal entity duly organized, validly existing and (where such concept is recognized) in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each Acquired Subsidiary (other than the Joint Venture) is duly qualified or licensed, and has all necessary governmental approvals, to do business and is in good standing (where such concept is recognized) in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such approvals, qualification or licensing necessary, except where the failure to be so duly approved, qualified or licensed and in good standing (where such concept is recognized) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The outstanding equity interests shares of capital stock of each Acquired Subsidiary are duly authorized, validly issued, fully paid, paid and non-assessableassessable and free of pre-emptive rights, and all such shares or other equity interests are owned by Seller or the applicable Acquired Subsidiary as set forth on Section 4.3(a) of the Disclosure Schedule, holder free and clear of any Liens, and all Liens (other than Permitted LiensLiens and Liens created by Buyer). Sellers own, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of the Acquired Subsidiaries (other than the Joint Venture). There are is no existing optionsoption, warrantswarrant, callscall, rights, right or contracts or arrangements of Contract to which any nature Acquired Subsidiary (other than the Joint Venture) is a party requiring, and there are no convertible securities of any Acquired Subsidiary (other than the Joint Venture) outstanding that which upon conversion or exchange would require, the issuance of any shares of capital stock or other equity interests of any Acquired Subsidiary (other than the Joint Venture) or other securities convertible into, exchangeable for, or evidencing the right to subscribe for or purchase any equity interests in any Acquired Subsidiary. Neither Seller, any Acquired Subsidiary nor, to Seller’s Knowledge, any other Person is a party to any voting trust into shares of capital stock or other contract with respect to the voting, redemption, sale, transfer, or other disposition of the ownership equity interests of any Acquired Subsidiary. All of Subsidiary (other than the equity interests of the Acquired Subsidiaries have been issued in compliance with all Legal Requirements. The Acquired Subsidiaries are not insolvent or over-indebted, and there are no pending insolvency proceedings or petitions for insolvency proceedings regarding any of the Acquired SubsidiariesJoint Venture).

Acquired Subsidiaries. (a) Section 4.3(a) After giving effect to the Divestitures, the Acquired Subsidiaries will be the only direct or indirect Subsidiaries of the Company. Except as set forth on Schedule 3.4 of the Disclosure Schedule sets forthSchedules, with respect to each Acquired Subsidiary, all of the number outstanding shares 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 capital stock or other equity interests of each Acquired Subsidiary are validly issued, fully paid, owned beneficially and non-assessable, and all such equity interests are owned of record by Seller the Company or the applicable Acquired Subsidiary as set forth on Section 4.3(a) of the Disclosure ScheduleSubsidiaries, free and clear of any Liens, and free and clear of any conversion rights, preemptive rights, rights of first refusal, redemption rights, repurchase rights or other than Permitted Lienssimilar rights or restrictions on transfer. There Except as set forth on Schedule 3.4 of the Disclosure Schedules, (a) there are no existing options, warrants, callsconvertible securities or other rights or agreements to which Seller, rightsthe Company, or contracts any of their respective Subsidiaries is bound relating to the issuance or arrangements sale of the capital stock or any nature requiringother equity interest in any of the Acquired Subsidiaries or obligating Seller or any Acquired Subsidiary to issue or sell, and there are no securities or cause to be issued or sold, any shares of capital stock or other equity interest in any of the Acquired Subsidiaries, any security convertible into any such equity interest, any indebtedness of any Acquired Subsidiary outstanding having the right to vote (or that upon conversion is convertible into securities having the right to vote) on any matters on which holders of the capital stock of such Acquired Entity may vote, or exchange would require, giving any person the issuance right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of any equity interests the capital stock of any Acquired Subsidiary and (b) there are no voting trusts, stockholder agreements, proxies, or other securities convertible into, exchangeable for, similar agreements or evidencing the right to subscribe for or purchase any equity interests understandings in any Acquired Subsidiary. Neither Seller, any Acquired Subsidiary nor, to Seller’s Knowledge, any other Person is a party to any voting trust or other contract effect with respect to the voting, redemption, sale, transfer, voting or transfer of any of the capital stock or other disposition equity interest of the ownership interests of any Acquired Subsidiary. All of the equity interests of the Acquired Subsidiaries have been issued in compliance with all Legal Requirements. The Acquired Subsidiaries are not insolvent or over-indebted, and there are no pending insolvency proceedings or petitions for insolvency proceedings regarding any of the Acquired Subsidiaries.