Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the letter, dated as of the date of this Agreement, from the Company to Parent (the “Company Disclosure Letter”) lists each Company Subsidiary and its jurisdiction of organization. All the outstanding shares of each Company Subsidiary have been validly issued and are fully paid and nonassessable 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”).
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Samples: Agreement and Plan of Merger (WPS Resources Corp), Agreement and Plan of Merger
Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the The letter, dated as of the date of this Agreement, from the Company to Parent and Sub (the “"Company Disclosure Letter”") lists each Company Subsidiary and its jurisdiction of organization. All the outstanding shares of capital stock of each Company Subsidiary have been validly issued and are fully paid and nonassessable 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”"), except for such Liens as have not had and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MSC Software Corp), Agreement and Plan of Merger (Weyerhaeuser Co)
Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the letter, dated as of the date of this Agreement, from the Company to Parent (the “"Company Disclosure Letter”") lists each Company Subsidiary and its jurisdiction of organization. All the outstanding shares of each Company Subsidiary have been validly issued and are fully paid and nonassessable 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
Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the The letter, dated as of the date of this Agreement, from the Company to Parent and Sub (the “"Company Disclosure Letter”") lists each Company Subsidiary ------------------------- and its jurisdiction of organization. All the outstanding shares of capital stock of each Company Subsidiary have been validly issued and are fully paid and nonassessable 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”"), except for such Liens as have not had and would not ----- reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Willamette Industries Inc)
Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the The letter, dated as of the date of this Agreement, from the Company to Parent and Sub (the “Company Disclosure Letter”"COMPANY DISCLOSURE LETTER") lists each Company Subsidiary and its jurisdiction of organization. All the outstanding shares of capital stock of each Company Subsidiary have been validly issued and are fully paid and nonassessable 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”"LIENS").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tripoint Global Communications Inc)
Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the The letter, dated as of the date of this Agreement, from the Company to Parent and Sub (the “Company Disclosure Letter”"COMPANY DISCLOSURE LETTER") lists each Company Subsidiary and its jurisdiction of organization. All the outstanding shares of capital stock of each Company Subsidiary have been validly issued and are fully paid and nonassessable 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”"LIENS"), except for such Liens as have not had and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the The letter, dated as of the date of this Agreement, from the Company to Parent and Sub (the “"Company Disclosure Letter”") lists each Company Subsidiary and its jurisdiction of organization. All the outstanding shares of capital stock of each Company Subsidiary have been validly issued and are fully paid and nonassessable and, except as set forth in the Company Disclosure Letter, are wholly 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 Liens in favor of the Agent and the Lenders pursuant to the Company Credit Agreement.
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