Common use of Capitalization of the Subsidiaries Clause in Contracts

Capitalization of the Subsidiaries. All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.

Appears in 50 contracts

Samples: Underwriting Agreement (Emulex Corp /De/), Underwriting Agreement (Arthrocare Corp), Underwriting Agreement (Peco Ii Inc)

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Capitalization of the Subsidiaries. All the outstanding shares of capital stock or interests of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessablenon-assessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock or interests of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances, except as set forth in Exhibit B attached hereto and made a part hereof.

Appears in 5 contracts

Samples: Underwriting Agreement (American Capital Strategies LTD), Underwriting Agreement (American Capital Strategies LTD), Underwriting Agreement (American Capital Strategies LTD)

Capitalization of the Subsidiaries. All the outstanding shares of capital stock of each subsidiary subsidiary, if any, have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.

Appears in 4 contracts

Samples: Underwriting Agreement (Keynote Systems Inc), Underwriting Agreement (Keynote Systems Inc), Underwriting Agreement (Keynote Systems Inc)

Capitalization of the Subsidiaries. All the outstanding shares of capital stock of each subsidiary Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries Subsidiaries free and clear of any security interests, claims, liens or encumbrances.

Appears in 3 contracts

Samples: Placement Agency Agreement (Incara Pharmaceuticals Corp), Placement Agency Agreement (Incara Pharmaceuticals Corp), Placement Agency Agreement (Incara Pharmaceuticals Corp)

Capitalization of the Subsidiaries. All the outstanding shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.

Appears in 2 contracts

Samples: Underwriting Agreement (Elantec Semiconductor Inc), Underwriting Agreement (Integrated Information Systems Inc)

Capitalization of the Subsidiaries. All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned directly by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.

Appears in 2 contracts

Samples: Underwriting Agreement (Esperion Therapeutics Inc/Mi), Underwriting Agreement (Esperion Therapeutics Inc/Mi)

Capitalization of the Subsidiaries. All the outstanding shares of capital stock or interests of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessablenon-assessable, and, except as otherwise set forth in the ProspectusProspectus and the Registration Statement, all outstanding shares of capital stock or interests of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.

Appears in 2 contracts

Samples: Underwriting Agreement (American Capital, LTD), Underwriting Agreement (American Capital Strategies LTD)

Capitalization of the Subsidiaries. All the outstanding shares of capital stock or interests of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessablenon-assessable, and, except as otherwise set forth in the most recent Preliminary Prospectus, the Prospectus and the Registration Statement, all outstanding shares of capital stock or interests of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.

Appears in 2 contracts

Samples: Underwriting Agreement (American Capital Strategies LTD), Underwriting Agreement (American Capital Strategies LTD)

Capitalization of the Subsidiaries. All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly wholly-owned subsidiaries. All of the shares of the Company's subsidiaries that are owned by the Company directly or through wholly-owned subsidiaries are owned free and clear of any security interests, claims, liens or encumbrances.

Appears in 1 contract

Samples: Underwriting Agreement (Questor Partners Fund L P)

Capitalization of the Subsidiaries. All of the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth disclosed in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly wholly-owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.

Appears in 1 contract

Samples: Underwriting Agreement (Coorstek Inc)

Capitalization of the Subsidiaries. All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries (or nominees, to the extent required under foreign law) free and clear of any security interests, claims, liens or encumbrances.

Appears in 1 contract

Samples: Underwriting Agreement (Plexus Corp)

Capitalization of the Subsidiaries. All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly wholly-owned subsidiaries, other than Beru Aktiengesellschaft FMR Corp. and Xxxx Capital Management, LLC. All of the shares of the Company's subsidiaries are owned free and clear of any security interests, claims, liens or encumbrances.

Appears in 1 contract

Samples: Underwriting Agreement (Impco Technologies Inc)

Capitalization of the Subsidiaries. All of the outstanding capital shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessablenon-assessable, and, except as otherwise set forth in the Prospectus, all outstanding capital shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interestsinterest, claimsclaim, liens lien or encumbrancesencumbrance.

Appears in 1 contract

Samples: Underwriting Agreement (Verisity LTD)

Capitalization of the Subsidiaries. All of the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth disclosed in or contemplated by the ProspectusProspectus (including the credit facilities described therein), all outstanding shares of capital stock of the subsidiaries are owned by the Company Company, either directly or through wholly its wholly-owned subsidiaries subsidiaries, free and clear of any security interests, claims, liens or encumbrances.

Appears in 1 contract

Samples: Underwriting Agreement (Intercept Group Inc)

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Capitalization of the Subsidiaries. All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the footnotes to the financial statements contained in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.

Appears in 1 contract

Samples: Underwriting Agreement (MCK Communications Inc)

Capitalization of the Subsidiaries. All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.

Appears in 1 contract

Samples: Underwriting Agreement (Netgear Inc)

Capitalization of the Subsidiaries. All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.]

Appears in 1 contract

Samples: Underwriting Agreement (Vixel Corp)

Capitalization of the Subsidiaries. All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, and all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances, in each case except as would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (E Trade Group Inc)

Capitalization of the Subsidiaries. All the outstanding shares of capital stock or interests of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock or interests of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.

Appears in 1 contract

Samples: Underwriting Agreement (American Capital Strategies LTD)

Capitalization of the Subsidiaries. All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all 5 outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.

Appears in 1 contract

Samples: Underwriting Agreement (Accrue Software Inc)

Capitalization of the Subsidiaries. All the outstanding shares of capital stock or interests of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessablenon-assessable, and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus, the Registration Statement, all outstanding shares of capital stock or interests of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.

Appears in 1 contract

Samples: Underwriting Agreement (American Capital Strategies LTD)

Capitalization of the Subsidiaries. All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances, except for any directors' qualifying shares required to be held by the jurisdiction of incorporation or organization of the subsidiary.

Appears in 1 contract

Samples: Underwriting Agreement (Synplicity Inc)

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