Capital Stock of Transferred Subsidiaries Sample Clauses

Capital Stock of Transferred Subsidiaries. (a) Exhibit B to this Agreement lists, with respect to each Transferred Subsidiary, the jurisdiction of its organization and the ownership of the Transferred Stock. The Transferred Stock has been duly authorized and validly issued and, to the extent applicable in the jurisdictions in which the Transferred Subsidiaries are organized and as indicated in Exhibit B, is fully paid up.
Sample 1
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Capital Stock of Transferred Subsidiaries. (a) As of the date hereof Section 3.04 of the P&G Disclosure Letter sets forth all outstanding shares of capital stock, voting securities or other equity securities of each of the Transferred Subsidiaries identified on Schedule 1.01(g) as of the date hereof and the jurisdiction of incorporation or formation of each such Transferred Subsidiary. Prior to the Closing Date, P&G will deliver Purchaser an update to Section 3.04 of the P&G Disclosure Letter for any Transferred Subsidiary that is added pursuant to Section 5.09 and as of the Closing Date, such updated Section 3.04 of the P&G Disclosure Letter will set forth all outstanding shares of capital stock, voting securities or other equity securities of each of the Transferred Subsidiaries and the jurisdiction of incorporation or formation of each Transferred Subsidiary. There are no shares of capital stock, voting securities or other equity securities of any Transferred Subsidiary issued, reserved for issuance or outstanding, other than shares of capital stock owned by P&G, a Selling Affiliate or another Transferred Subsidiary. P&G or one of its Affiliates is the record and beneficial owner of all of the shares of capital stock, voting securities or other equity securities of each Transferred Subsidiary, free and clear of any Lien, any Contractual restriction or any other restriction established by its Constitutive Documents, and will transfer and deliver to Purchaser, or one or more of its Affiliates, at the Closing valid title to such shares free and clear of any Liens, any Contractual restrictions or any other restrictions established by its Constitutive Documents. All of the outstanding shares of capital stock, voting securities or other equity securities of each Transferred Subsidiary (i) are validly issued and, where applicable, fully paid and non-assessable, and (ii) are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable Law under which such Transferred Subsidiary is organized, the Constitutive Documents of such Transferred Subsidiary or any Contract to which such Transferred Subsidiary is a party.
Sample 1
Capital Stock of Transferred Subsidiaries. All of the issued and outstanding shares of capital stock of the Transferred Subsidiaries as set forth on Schedule 3.1.4 of the Disclosure Schedule (collectively, the "Transferred Subsidiary Shares") are owned directly by GPC or, except in the case of GPCC only, through Holdings. All of the Transferred Subsidiary Shares have been duly authorized and validly issued and are fully paid and non- assessable. At Closing the Transferred Subsidiary Shares will not be subject to any liens or restrictions on transfer, other than restrictions imposed by applicable securities laws. There is no authorized or outstanding option, subscription, warrant, call, right, commitment or other agreement obligating any of the Transferred Subsidiaries to issue or transfer any shares of their respective capital stock or any securities convertible into or exercisable for any shares of their capital stock.
Sample 1
Capital Stock of Transferred Subsidiaries and Other Third Parties Schedule 2.2(b)(i)............. Excluded Assets Schedule 2.2(b)(iv)............ Excluded Contracts and Agreements Schedule 2.3(b)(v)............. Identified Environmental Liabilities Schedule 2.4(b)(ii)............ Excluded Terminated Agreements Schedule 2.5................... Real Estate Documentation Schedule 2.15(a)(1)............
Sample 1

Related to Capital Stock of Transferred Subsidiaries

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

  • Subsidiaries; Capital Stock As of the Closing Date, (a) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options and restricted stock units granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Parent Borrower or any Restricted Subsidiary, except (i) with respect to Capital Stock of Loan Parties, as created by the Loan Documents and (ii) otherwise, as permitted by this Agreement.

  • Subsidiaries; Equity Interests The Parent does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Stock of Subsidiaries Permit any of its Subsidiaries to issue any additional shares of its capital stock except director's qualifying shares.

  • Subsidiaries; Equity Interests; Loan Parties (a) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

  • Capitalization; Subsidiaries (a) As of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter.

  • Parent Subsidiaries (a) All the outstanding shares of capital stock or voting securities of, or other equity interests in, each Parent Subsidiary have been validly issued and are fully paid and nonassessable and are owned by Parent, by another Parent Subsidiary or by Parent and another Parent Subsidiary, free and clear of all material pledges, liens, charges, mortgages, deeds of trust, rights of first offer or first refusal, options, encumbrances and security interests of any kind or nature whatsoever (collectively, with covenants, conditions, restrictions, easements, encroachments, title retention agreements or other third party rights or title defect of any kind or nature whatsoever, “Liens”), and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities laws.

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

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