Company’s Subsidiaries. (1) The Company has Previously Disclosed a true, complete and correct list of all of its subsidiaries as of the date of this Agreement (individually, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”), all shares of the outstanding capital stock of each of which are owned directly or indirectly by the Company. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. All of such shares so owned by the Company are duly authorized and validly issued, fully paid and nonassessable and are owned by it free and clear of any Liens with respect thereto. Each Company Subsidiary is an entity duly organized, validly existing, duly qualified to do business and in good standing under the laws of its jurisdiction of organization, and has corporate or other appropriate organizational power and authority to own or lease its properties and assets and to carry on its business as it is now being conducted. Except in respect of the Company Subsidiaries, the Company does not own beneficially, directly or indirectly, more than five percent (5%) of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any partnership or party to any joint venture.
Appears in 16 contracts
Samples: Stock Purchase Agreement (Anchor Bancorp Wisconsin Inc), Secondary Sale Purchaser Agreement (Anchor Bancorp Wisconsin Inc), Stock Purchase Agreement (Anchor Bancorp Wisconsin Inc)
Company’s Subsidiaries. (1) The Company has Previously Disclosed Section 2.2(b)(1) of the Disclosure Schedule sets forth a true, complete and correct list of all of its subsidiaries as of the date of this Agreement (individually, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”), all shares of the outstanding capital stock of each of which are owned directly or indirectly by the Company. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. All of such shares so owned by the Company are duly authorized and validly issued, fully paid and nonassessable and and, except as set forth in the Credit Agreement, are owned by it free and clear of any Liens with respect thereto. Each Company Subsidiary is an entity duly organized, validly existing, duly qualified to do business and in good standing under the laws of its jurisdiction of organization, and has corporate or other appropriate organizational power and authority to own or lease its properties and assets and to carry on its business as it is now being conducted. Except in respect of the Company Subsidiaries, the Company does not own beneficially, directly or indirectly, more than five percent (5%) of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any partnership or party to any joint venture.
Appears in 2 contracts
Samples: Stock Purchase Agreement (FJ Capital Management LLC), Stock Purchase Agreement (Centrue Financial Corp)
Company’s Subsidiaries. (1) The Company has Previously Disclosed a true, complete and correct list of all of its subsidiaries as of the date of this Agreement (individually, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”)hereof, all shares of the outstanding capital stock of each of which are owned directly or indirectly by the Company. The material subsidiaries of the Company are referred to herein individually as a "Company Subsidiary" and collectively as the "Company Subsidiaries." No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock of such Company Subsidiarysubsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. All of such shares so owned by the Company are duly authorized and validly issued, fully paid and nonassessable and are owned by it free and clear of any Liens lien, claim, charge, option, encumbrance or agreement with respect thereto. Each Company Subsidiary is an entity a corporation duly organized, validly existing, duly qualified to do business and in good standing under the laws of its jurisdiction of organizationincorporation, and has corporate or other appropriate organizational power and authority to own or lease its properties and assets and to carry on its business as it is now being conducted. Except in respect of Other than the Company SubsidiariesSubsidiaries or as Previously Disclosed, the Company does not own beneficiallybeneficially (the concept of "beneficial ownership" having the meaning assigned thereto in Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations thereunder), directly or indirectly, more than five percent (5%) % of any class of equity securities or similar interests of any corporation, bank, business trust, association corporation or similar organizationother entity, and is not, directly or indirectly, a partner in any partnership or party to any joint venture.
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Samples: Purchase Agreement (Jarden Corp)