Company Subsidiaries; Equity Interests. (a) Section 4.02(a) of the Company Disclosure Schedule lists each of the Company Subsidiaries and its jurisdiction of organization. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company Subsidiaries have been validly issued and are fully paid and nonassessable and are owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all pledges, claims, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (including any restriction on the right to vote, sell, transfer, pledge or otherwise dispose of capital stock or other ownership interests) (collectively, “Liens”). (b) Except for its interests in the Company Subsidiaries, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity or ownership interest in any person.
Appears in 4 contracts
Samples: Merger Agreement (Ruby Merger Corp.), Merger Agreement (Retek Inc), Merger Agreement (Ruby Merger Corp.)
Company Subsidiaries; Equity Interests. (a) Section 4.02(a) The letter, dated as of the date of this Agreement, from the Company to Parent and Sub (the "Company Disclosure Schedule Letter") lists each of the Company Subsidiaries Subsidiary and its jurisdiction of organization. All the outstanding shares of capital stock of, or other ownership interests in, of each of the Company Subsidiaries Subsidiary have been validly issued and are fully paid and nonassessable and and, except as set forth in the Company Disclosure Letter, are owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all pledges, claims, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (including any restriction on the right to vote, sell, transfer, pledge or otherwise dispose of capital stock or other ownership interests) (collectively, “"Liens”").
(b) Except for its interests in the Company SubsidiariesSubsidiaries and except for the ownership interests set forth in the Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity or ownership interest in any person.
Appears in 2 contracts
Samples: Merger Agreement (Forrester Research Inc), Merger Agreement (National Vision Inc)
Company Subsidiaries; Equity Interests. (a) Section 4.02(a4.2(a) of the Company Disclosure Schedule lists each of the Company Subsidiaries and its jurisdiction of organization. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company Subsidiaries have been validly issued and are fully paid and nonassessable and are owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all pledges, claims, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (including any restriction on the right to vote, sell, transfer, pledge or otherwise dispose of capital stock or other ownership interests) (collectively, “Liens”LIENS).
(b) Except for its interests in the Company Subsidiaries, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity or ownership interest in any person.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sapphire Expansion CORP), Merger Agreement (Retek Inc)
Company Subsidiaries; Equity Interests. (a) Section 4.02(a3.02(a) of the Company Disclosure Schedule Letter lists each of the Company Subsidiaries and Subsidiary, its jurisdiction of organizationorganization and each jurisdiction in which such Company Subsidiary is qualified or licensed to do business. All the outstanding shares of capital stock of, or other ownership interests in, of each of the Company Subsidiaries Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all pledges, claims, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (including collectively, “Liens”) and free of any restriction on the right to vote, sell, transfer, pledge sell or otherwise dispose of such capital stock or other ownership equity interests) (collectively, “Liens”).
(b) Except for its interests in the Company Subsidiaries, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity or ownership voting interest in any person.
Appears in 2 contracts
Samples: Merger Agreement (Stanley, Inc.), Merger Agreement (Cgi Group Inc)
Company Subsidiaries; Equity Interests. (a) Section 4.02(a3.02(a) of the Company Disclosure Schedule Letter lists each of the Company Subsidiaries and Subsidiary, its jurisdiction of organization. organization and each jurisdiction in which such Company Subsidiary is qualified or licensed to do business.
(b) All of the outstanding shares of capital stock of, or other ownership interests in, of each of the Company Subsidiaries Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all pledges, claims, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (including collectively, “Liens”) and free of any restriction on the right to vote, sell, transfer, pledge sell or otherwise dispose of such capital stock or other ownership equity interests) (collectively, “Liens”).
(bc) Except for its interests in the Company Subsidiaries, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity or ownership voting interest in any person.
Appears in 1 contract
Samples: Merger Agreement (Global Defense Technology & Systems, Inc.)