Business Subsidiaries. Section 2.04 of the Parent Disclosure Letter sets forth a true and correct list, as of (a) the date hereof and (b) immediately prior to the Closing after giving effect to the Internal Reorganization, in each case, of each Business Subsidiary, its jurisdiction of organization and the percentage of its capital stock or other equity interests directly or indirectly held by a Transferred Company (for the avoidance of doubt, one hundred percent (100%) of the outstanding capital stock or other equity interests of each Business Subsidiary will, immediately prior to the Closing after giving effect to the Internal Reorganization, be owned directly or indirectly by a Transferred Company). All of the outstanding shares of capital stock of or other equity interests in each such Business Subsidiary are duly authorized, validly issued, fully paid and nonassessable (in each case, to the extent such concepts are applicable) and was issued in compliance with applicable Law, and will be wholly owned beneficially and of record immediately prior to the Closing after giving effect to the Internal Reorganization, directly or indirectly, by a Transferred Company, free and clear of Liens, other than Permitted Liens. Except for their respective interests in the Business Subsidiaries, none of the Transferred Companies will own, as of immediately prior to the Closing after giving effect to the Internal Reorganization, directly or indirectly, any capital stock or other equity or voting interests of any Person. There are no bonds, debentures, notes or other indebtedness of any Business Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of its capital stock or other equity or voting interests may vote. Except as set forth in Section 2.04 of the Parent Disclosure Letter, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which a Business Subsidiary is a party or by which it is bound obligating such Business Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, a Business Subsidiary. Section 2.04 of the Parent D...
Business Subsidiaries. As of the date hereof and as of the Closing Date, Acquisition Corp. will have no Subsidiaries, no significant assets or liabilities, and will not be engaged in any business.
Business Subsidiaries. (a) All the outstanding shares of capital stock of, or other equity or voting interests in, each Business Subsidiary (other than the Shares) have been duly authorized and validly issued, are fully paid and nonassessable and are owned, directly or indirectly, as of the date hereof, by Seller, and, as of the Closing, by the Company, in each case free and clear of all Encumbrances, other than (i) any Encumbrance arising out of, under or in connection with the Securities Act or any other applicable securities Laws, (ii) any Encumbrance arising out of or in connection with this Agreement or (iii) any Encumbrance created by or through, or resulting from any facts or circumstances relating to, Purchaser or its Affiliates.
Business Subsidiaries. As of the date hereof and as of the Closing Date, HoldCo will have no Subsidiaries (other than Lebanon Mutual), no significant assets or liabilities, and will not be engaged in any business.
Business Subsidiaries. (a) All the outstanding shares of capital stock of, or other equity or voting interests in, each Business Subsidiary (other than the Shares) have been duly authorized and validly issued, are fully paid and nonassessable and are owned, directly or indirectly, as of the date hereof, by Seller, and, as of the Closing, by the Company, in each case free and clear of all Encumbrances, other than (i) any Encumbrance arising out of, under or in connection with the Securities Act or any other applicable securities Laws, (ii) any Encumbrance arising out of or in connection with this Agreement or (iii) any Encumbrance created by or through, or resulting from any facts or circumstances relating to, Purchaser or its Affiliates. Table of Contents Section 2.04 of the Disclosure Schedules sets forth a true and complete list, as of the date hereof, of all Business Subsidiaries and any joint ventures, partnerships, minority investments (other than Excluded Assets) or other arrangements in which Seller or any Business Subsidiary has a limited liability company, partnership or other equity interest (and, to the Knowledge of Seller (except with respect to wholly-owned Subsidiaries), the percentage of any such interest). None of the Business Subsidiaries has any obligation to acquire any equity interest or other security in, or any commitment to make any capital contribution or investment in, or loan to, any Person (other than another Business Subsidiary).
Business Subsidiaries. (a) None of the Business Subsidiaries have any direct or indirect ownership interest in any other entity (including any corporation, partnership or any other legal entity) or has undertaken to acquire any such interest.
(b) Each of the Business Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized or formed and has full corporate power and authority to conduct its business as presently conducted and to own, lease and operate the Assets held or used by it.
(c) All of the registers, accounts, returns, articles of association and documents of each Business Subsidiary have been and continue to be regularly maintained, are materially complete and up-to-date, have been duly and correctly delivered or made to the relevant company registry or any other relevant authority, and give a true and accurate account of the activities of the relevant Business Subsidiary, all as required by Law.
(d) All material corporate decisions made by the management of the Business Subsidiaries have been made in compliance with applicable Law or their respective internal rules and with any material agreement to which such Business Subsidiary is a party.
(e) Other than the Business Asset Sellers, the Business Subsidiaries comprise all of the companies and entities in the Sellers’ Group carrying on any part of the Business.
(f) No Business Subsidiary has provided any financial assistance (as defined in any applicable Law) directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurred.
Business Subsidiaries. (a) Schedule 2.13 sets forth (i) the authorized capitalization of the Business Subsidiary and (ii) the owner of such equity securities. Such equity securities were validly issued in accordance with applicable securities laws and are fully-paid and non-assessable. Except for such equity securities, the Assets do not include any stock, partnership interest, joint venture interest or other equity interest in any other Person.
(b) Except as otherwise disclosed on Schedule 2.13, there are no outstanding (i) options, warrants, agreements or other rights for the acquisition from any Seller Party of any equity securities of the Business Subsidiary, (ii) securities or other obligations of the Business Subsidiary which are convertible into or exchangeable for its equity securities or (iii) options, sale agreements, shareholder agreements, pledges, proxies, voting trusts, powers of attorney, restrictions on transfer or other agreements or instruments which are binding on any Seller Party and which relate to the ownership, voting or transfer of any equity securities of the Business Subsidiary.
Business Subsidiaries. 11.2 Closing.................................................... 5.1.1
Business Subsidiaries. As of the date hereof and as of the Closing Date, HoldCo will have no Subsidiaries (other than EML and the EML Subsidiaries), no significant assets or liabilities, and will not be engaged in any business.
Business Subsidiaries. Each of the Business Subsidiaries is a corporation or other entity duly organized, validly existing and, where applicable, in good standing under the laws of its respective jurisdiction of organization and is duly qualified to conduct business under the laws of each jurisdiction specified in Section 2.1(b) of the Disclosure Schedule. Each Business Subsidiary is qualified to do business in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except for any such failures to be qualified that would not reasonably be expected to result in a Business Material Adverse Effect. Each of the Business Subsidiaries has all requisite corporate or other entity power and authority to carry on the business in which it is now engaged and to own and use the properties now owned and used by it. Xxxxxx XX is engaged in business solely in Hong Kong and is a resident only of Hong Kong for Tax purposes; Wuxi is engaged in business solely in, and is a resident for Tax purposes only of, Wuxi, Jiangsu Province of the PRC.
