Company Entities. (a) Section 5.2(a)(i) of the Sellers’ Disclosure Letter sets forth a correct and complete list of each Subsidiary of the Company, other than the Funds, together with the type of entity and jurisdiction of organization of each such Subsidiary of the Company. Section 5.2(a)(i) of the Sellers’ Disclosure Letter also sets forth a correct and complete list of each Affiliate of the Company (excluding the Sellers and the portfolio companies of the Funds), with the type of entity, jurisdiction of organization, equity ownership and a schedule of all Persons that will be entitled to share directly in performance or incentive allocations from the Funds immediately following the Closing. The Company owns, directly or indirectly, all of the issued and outstanding equity interests in, and other securities of, each Subsidiary and all such interests are owned free and clear of any Claims. Section 5.2(a)(ii) of the Sellers’ Disclosure Letter sets forth a correct and complete list of each ownership interest, joint venture or other investment (whether or not involving control) of the Company and its Affiliates in any Person other than the Company and its Affiliates.
(b) All of the issued and outstanding equity interests of the Company and its Affiliates have been duly authorized, validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. Except as expressly granted pursuant to this Agreement, the Existing Organizational Documents or the Restated Organizational Documents, there are no outstanding Equity Rights, and neither the Company or its Affiliates nor any Seller is a party to any agreement, arrangement or commitment obligating the Company or its Affiliates to issue, grant, adopt or enter into any Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the shares of common stock, partnership interest or other equity interests of each Affiliate of the Company. There are no voting trusts, voting agreements, proxies or other Contracts with respect to the voting of any interests in the Company to which the Company is a party (other than the Existing Organizational Documents and the Restated Organizational Documents).
Company Entities. Section 3.1(g) of the Company Disclosure Letter sets forth a true, complete and correct list of each Company Entity, together with (i) its status and its jurisdiction and form of organization, and (ii) the ownership or interest therein of the Company. All of the outstanding shares in the capital of or outstanding shares of capital stock or other ownership, equity or voting interests of the Company Entities held by the Company, directly or indirectly, are validly issued, fully paid and non-assessable (to the extent such concepts are recognized in the applicable jurisdiction), free and clear of any Liens (other than Permitted Liens and those set forth in Section 3.1(g) of the Company Disclosure Letter), and, except as disclosed in Section 3.1(g) of the Company Disclosure Letter, there is no outstanding option, right, entitlement, understanding or commitment (contingent or otherwise) regarding the right to acquire any such share or interest in any such Company Entity and no outstanding option, warrant, conversion or exchange privilege or other right, agreement, arrangement or commitment obligating any such entity to issue or sell any share or ownership, equity or voting interest of such entity or security or obligation of any kind convertible into or exchangeable or exercisable for any shares or ownership, equity or voting interests of any such entity. Neither the Company nor any of the Company Entities own any interest or investment (whether equity or debt) in any other person, other than a Company Entity, which interest or investment is material to the Company and the Company Entities, taken as a whole.
Company Entities. (a) A true, correct and complete list of each Company Entity, its jurisdiction of organization and the percentage of the outstanding ownership interest and the names of record holders of any outstanding Equity Interests of each such Company Entity, in each case, as of the date hereof (all such Equity Interests of the Company Entities other than the Purchased Interests, “Company Entities Interests”), is set forth in Section 4.02 of the Company Disclosure Schedule.
(b) All of the Company Entities Interests are owned by the applicable Company Entities, in each case free and clear of any Lien, other than Permitted Liens and restrictions on transfer arising under Applicable Law relating to securities.
Company Entities. “Company Entities” shall mean the Company and its Subsidiary.
Company Entities. The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Texas. Schedule 3.2(a) sets forth a list of all Subsidiaries of the Company (together with the Company, the "Company Entities") and their respective jurisdictions of organization and identifies the Company's direct or indirect percentage ownership interest therein. Each of the Company Entities is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all corporate, partnership or other similar powers required to carry on its business as now conducted, other than such exceptions as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company Entities is duly qualified to do business as a foreign corporation or other foreign legal entity and is in good standing in each jurisdiction where such qualification is necessary, with such exceptions, individually or in the aggregate, as have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has all requisite power and authority to execute and deliver this Agreement and the Voting Agreement and all of the other agreements, documents, instruments and certificates contemplated by, and executed and delivered by it pursuant to, this Agreement (its "Related Agreements") and perform its obligations under this Agreement, the Voting Agreement and its Related Agreements. The execution, delivery and performance by the Company of this Agreement, the Voting Agreement and its Related Agreements have been duly authorized by the Company, and the board of directors of the Company has recommended approval and adoption of this Agreement and the Merger by the Company's shareholders. This Agreement and the Voting Agreement are, and each of the Company's Related Agreements will be at Closing, a valid and binding agreement of the Company enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors' rights and remedies and general principles of equity, including any limitations on the availability of the remedy of specific performance or injunctive relief regardless of whether specific performance or injunctive relief is sought in a proceeding at law or in equity. Complete and correct co...
Company Entities. (a) Section 5.2(a)(i) of the Company Disclosure Letter sets forth a correct and complete list of each Subsidiary of the Company, other than the Funds, together with the type of entity and jurisdiction of organization of each such Subsidiary of the Company. The Company owns, directly or indirectly, all of the issued and outstanding equity interests in, and other securities of, each Subsidiary (other than the Funds) and all such interests are owned free and clear of any Claims, other than the Permitted Claims listed in Section 5.2(a)(ii). Section 5.2(a)(iii) of the Company Disclosure Letter sets forth a correct and complete list of each ownership interest, joint venture or other investment (whether or not involving control) of the Company and its Subsidiaries (other than the Funds) in any Person other than the Company and its Subsidiaries.
(b) All of the issued and outstanding equity interests of the Company and its Subsidiaries have been duly authorized, validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. Except as expressly granted pursuant to this Agreement, the Existing Organizational Documents, there are no outstanding Equity Rights, and neither the Company or its Subsidiaries nor any Seller is a party to any agreement, arrangement or commitment obligating the Company or its Subsidiaries to issue, grant, adopt or enter into any Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the shares of common stock, partnership interest or other equity interests of each Subsidiary of the Company. There are no voting trusts, voting agreements, proxies or other Contracts with respect to the voting of any interests in the Company to which the Company is a party (other than the Existing Organizational Documents).
Company Entities. Collectively, the Corporation, the Operating Partnership and each of their respective direct and indirect subsidiaries and any Joint Venture.
Company Entities. Neither the execution nor delivery of this Agreement, nor the consummation of the transactions contemplated hereby will result in the termination of any Material License held by the Company Entities.
Company Entities. All corporate action on the part of each of the Company Entities and their respective directors, officers and stockholders necessary for the authorization, execution and delivery of the Agreement and the transactions contemplated hereby have been taken. The Agreement, when executed and delivered by the Company Entities, shall constitute a valid and binding obligation of the Company Entities, enforceable in accordance with its terms. The execution and delivery of the Agreement by the Company Entities and the performance by the Company Entities of their obligations hereunder will not result in any material violation of, or materially conflict with, or constitute a material default under, the Company Entities’ charter documents or any of DLI’s or its subsidiaries’ material agreements, nor, to the Company Entities’ knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of DLI or its subsidiaries.
Company Entities. The term “Company Entities” means the Company and any and all of its parents, subsidiaries, affiliates and divisions and any and all predecessors, successors and assigns of the Company and any of their parents, subsidiaries, affiliates and divisions.
