Common use of Capitalization of Subsidiaries Clause in Contracts

Capitalization of Subsidiaries. Except as set forth in Section 3.06 of the Company Disclosure Schedule, all of the outstanding shares of capital stock of, or other ownership interests in, each Subsidiary of the Company, is owned by the Company, directly or indirectly, free and clear of any consensual Lien (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, or (ii) options or other rights to acquire from the Company or any of its Subsidiaries, and no other obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for, any capital stock, voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i) and (ii) being referred to collectively as the "Company Subsidiary Securities").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Zuckerman Mortimer B), Merger Agreement (Snyder Communications Inc)

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Capitalization of Subsidiaries. Except as set forth in Section 3.06 of the Company Disclosure Schedule, all of All the outstanding shares of capital stock of, or other ownership interests in, each Subsidiary of the Company, is Company are owned (of record and beneficially) by the Company, directly or indirectly, free and clear of any consensual Lien (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests)) other than a Permitted Lien. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, or (ii) options or other rights to acquire from the Company or any of its Subsidiaries, and no other obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for, any capital stock, voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i) and (ii) being referred to collectively as the "Company Subsidiary Securities").

Appears in 1 contract

Samples: Merger Agreement (Kenan Transport Co)

Capitalization of Subsidiaries. Except as set forth in Section 3.06 4.06 of the Company Parent Disclosure Schedule, all of the outstanding shares of capital stock of, or other ownership interests in, each Subsidiary of the CompanyParent, is owned by the CompanyParent, directly or indirectly, free and clear of any consensual Lien (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). There are no outstanding (i) securities of the Company Parent or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Companyits Subsidiaries, or (ii) options or other rights to acquire from the Company Parent or any of its Subsidiaries, and no other obligation of the Company Parent or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for, any capital stock, voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i) and (ii) being referred to collectively as the "Company Subsidiary Securities").securities

Appears in 1 contract

Samples: Merger Agreement (Food Lion Inc)

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Capitalization of Subsidiaries. Except as set forth in Section 3.06 4.06 of the Company Parent Disclosure Schedule, all of the outstanding shares of capital stock of, or other ownership interests in, each Subsidiary of the CompanyParent, is owned by the CompanyParent, directly or indirectly, free and clear of any consensual Lien (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). There are no outstanding (i) securities of the Company Parent or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Companyits Subsidiaries, or (ii) options or other rights to acquire from the Company Parent or any of its Subsidiaries, and no other obligation of the Company Parent or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for, any capital stock, voting securities or ownership interests in, any Subsidiary of the Company its Subsidiaries (the items in clauses (i) and (ii) being referred to collectively as the "Company Parent Subsidiary Securities").

Appears in 1 contract

Samples: Merger Agreement (Hannaford Brothers Co)

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