Conveyed Subsidiaries; Capital Structure Clause Samples
The "Conveyed Subsidiaries; Capital Structure" clause defines the specific subsidiaries being transferred as part of a transaction and outlines the details of their ownership and financial structure at the time of transfer. It typically lists the subsidiaries included, describes their equity ownership, and may specify any outstanding debt or other capital arrangements. This clause ensures that both parties have a clear understanding of exactly which entities are being conveyed and the state of their capital structure, thereby reducing the risk of misunderstandings or disputes regarding the assets being transferred.
Conveyed Subsidiaries; Capital Structure. (a) Each of the Conveyed Subsidiaries is, or will be as of the Closing, a corporation, partnership or other legal entity duly organized and validly existing, with all requisite corporate or other similar applicable power and authority to own, lease and operate its properties and assets related to the Business and to carry on its respective business as it pertains to the Business, as currently conducted, except where the failure to be so organized or existing or to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business. Each of the Conveyed Subsidiaries is, or will be as of the Closing, duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to the Business.
(b) Section 4.3(b) of the Seller Disclosure Letter sets forth, as of immediately prior to the Closing, (i) the name and the jurisdiction of organization of each of the Conveyed Subsidiaries and (ii) the record owners of such outstanding equity interests. All of the outstanding equity interests of each of the Conveyed Subsidiaries are, or will be as of the Closing, validly issued, fully paid and, in the case of any Conveyed Subsidiary which is a corporation, non-assessable, and the Shares are not subject to, and were not issued in violation of, any preemptive right. As of the Closing, there will be no outstanding warrants, options, agreements, subscriptions, convertible or exchangeable securities or other commitments pursuant to which any of the Conveyed Subsidiaries is or may become obligated to issue, sell, purchase, return, redeem or otherwise acquire any equity interests of the Conveyed Subsidiaries, or any securities convertible into or exchangeable for the capital stock or voting securities of any Conveyed Subsidiary. As of the Closing, there will be no rights of first refusal, rights of first offer, voting trusts, stockholder agreements, proxies or other Contracts in effect with respect to the sale or voting of the equity interests of the Conveyed Subsidiaries. The Sellers own of record and beneficially as of the date of this Agreement, or will own of record and beneficially as of immediately prior to the Closing, all of the issued and outstanding Shares, free and clear of all material Liens exce...
Conveyed Subsidiaries; Capital Structure. (a) Each of the Conveyed Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with corporate power and authority to own and operate its properties and assets and to carry on its business as currently conducted. Each of the Conveyed Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except in jurisdictions where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect.
(b) Schedule 5.3(b) sets forth the authorized capital stock of the Conveyed Subsidiaries and the number of shares of each class of capital stock in each such Conveyed Subsidiary which are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 5.3(b), there are no outstanding warrants, options, agreements, subscriptions, convertible or exchangeable securities or other commitments pursuant to which any of the Conveyed Subsidiaries is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of the Conveyed Subsidiaries and no equity securities of any of the Conveyed Subsidiaries are reserved for issuance for any purpose. Pfizer owns of record and beneficially all of the outstanding Shares of ▇▇▇▇▇▇▇▇▇ USA, Corvita USA and ▇▇▇▇▇▇▇▇▇ Netherlands and 99% of record and 100% beneficially the issued and outstanding shares in the capital of ▇▇▇▇▇▇▇▇▇ Belgium, in each case, free and clear of all Liens. ▇▇▇▇▇▇▇▇▇ Europe owns of record 1% of the shares issued and outstanding in the capital of ▇▇▇▇▇▇▇▇▇ Belgium, free and clear of all Liens. Pfizer Ireland owns of record 199,000 Swiss Franc quota shares, and beneficially all the remaining outstanding shares of capital stock of ▇▇▇▇▇▇▇▇▇ Europe, free and clear of all Liens. Upon consummation of the transactions contemplated by Section 3.1, the Purchaser will acquire the Shares free and clear of all Liens, other than Liens imposed as a result of actions of the Purchaser and its Affiliates.
(c) Schedule 5.3(c) sets forth the name and the jurisdiction of incorporation of all Subsidiaries of the Conveyed Subsidiaries. Each such Subsidiary is duly organized, validly existing and is, where applicable in its jurisdiction, in good standing under the laws of its jurisdiction of organization, and has the corporate power and authority t...
Conveyed Subsidiaries; Capital Structure. (a) Each of the Conveyed Subsidiaries (and each Subsidiary thereof) is a corporation, partnership or other legal entity duly organized and validly existing, with corporate or other power and authority to own, lease and operate its properties and assets and to carry on its respective business as it pertains to the Business, as currently conducted, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business. Each of the Conveyed Subsidiaries (and each Subsidiary thereof) is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except in jurisdictions where the failure to be in good standing qualified has not had and does not, individually or in the aggregate, have a Material Adverse Effect.
(b) Section 4.3(b) of the Seller Disclosure Letter sets forth, as of the date hereof, (i) the authorized and outstanding equity interests of each of the Conveyed Subsidiaries and each Subsidiary thereof, (ii) the number of each class, series or type of equity interest outstanding thereof, and
Conveyed Subsidiaries; Capital Structure. Each of the Conveyed Subsidiaries is duly organized, validly existing and, where applicable, is in good standing under the Laws of its jurisdiction of organization, with corporate power and authority to own and operate its properties and assets and to carry on the Business as currently conducted. Each of the Conveyed Subsidiaries is duly qualified to do business and, where applicable, is in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except in jurisdictions where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect. Schedule 1.1 (b) sets forth the jurisdiction of incorporation of each Conveyed Subsidiary and within 45 days prior to the Closing such schedule shall be supplemented to show the jurisdictions in which it is qualified to do business as a foreign corporation.
Conveyed Subsidiaries; Capital Structure. (a) Each of the Conveyed Subsidiaries is duly organized, validly existing and, where applicable, is in good standing under the Laws of its jurisdiction of organization, with corporate power and authority to own and operate its properties and assets and to carry on the Business as currently conducted. Each of the Conveyed Subsidiaries is duly qualified to do business and, where applicable, is in good standing in