Common use of Company Subsidiaries; Equity Interests Clause in Contracts

Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization or formation. All the outstanding shares of capital stock of each Company 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, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens").

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Boyd Gaming Corp), Execution Copy (Boyd Gaming Corp), Agreement and Plan of Merger (Boyd Gaming Corp)

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Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization or formationorganization. All the outstanding shares of capital stock of each Company 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, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Verso Technologies Inc), Agreement and Plan of Merger (MCK Communications Inc)

Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization or formationorganization. All the outstanding shares of capital stock of each Company 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, liens, voting agreements, proxies, transfer restrictions, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, "LiensEncumbrances").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Warrantech Corp)

Company Subsidiaries; Equity Interests. (a) Section 3.02(a3.2(a) of the Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization or formationorganization. All the outstanding shares of capital stock of of, or other equity interest in, each Company Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and and, other than directors’ qualifying shares, are owned by the Company, by another one or more Company Subsidiary Subsidiaries or by the Company and another Company Subsidiary, free and clear of all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cherokee International Corp)

Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization or formationincorporation (as applicable). All the outstanding shares of capital stock of each Company 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, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cambridge Display Technology, Inc.)

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Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization or formationorganization. All the issued and outstanding shares of capital stock (or other ownership interests, as applicable) of each Company Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens"), other than Permitted Encumbrances.

Appears in 1 contract

Samples: Merger Agreement (Exar Corp)

Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the Company Disclosure Letter lists each of the Company Subsidiary Subsidiaries and its jurisdiction of organization or formationorganization. All Except as set forth in Section 3.02(a) of the Company Disclosure Letter, all the outstanding shares of capital stock 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 material pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sterling Chemicals Inc)

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