Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed and is validly existing as an entity in good standing under the laws of the jurisdiction of its formation, has full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 8 contracts
Samples: Underwriting Agreement (Stifel Financial Corp), Underwriting Agreement (Stifel Financial Corp), Underwriting Agreement (Stifel Financial Corp)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, significant subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 7 contracts
Samples: Underwriting Agreement (Verisk Analytics, Inc.), Underwriting Agreement (Verisk Analytics, Inc.), Underwriting Agreement (Verisk Analytics, Inc.)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Company Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-non assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 7 contracts
Samples: Underwriting Agreement (AG Mortgage Investment Trust, Inc.), Underwriting Agreement (AG Mortgage Investment Trust, Inc.), Ag Mortgage (AG Mortgage Investment Trust, Inc.)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the operation, ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 5 contracts
Samples: Purchase Agreement (Hilton Hotels Corp), Hilton Hotels Corp, Hilton Hotels Corp
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D 1 hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement or as would not result in a Material Adverse Effect, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such SubsidiarySubsidiary except where such failure would not result in a Material Adverse Effect. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D 1 hereto.
Appears in 5 contracts
Samples: Terms Agreement (ONESPAWORLD HOLDINGS LTD), Terms Agreement (Inovio Pharmaceuticals, Inc.), Terms Agreement (Inovio Pharmaceuticals, Inc.)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 3 contracts
Samples: Underwriting Agreement (Iconix Brand Group, Inc.), Purchase Agreement (Iconix Brand Group, Inc.), Purchase Agreement (Iconix Brand Group, Inc.)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed and is validly existing as an entity in good standing under the laws of the jurisdiction of its formation, has full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company (other than those that are inactive, unregulated or carry on only nominal business) are the subsidiaries listed on Schedule D hereto.
Appears in 3 contracts
Samples: Underwriting Agreement (Stifel Financial Corp), Underwriting Agreement (Stifel Financial Corp), Underwriting Agreement (Stifel Financial Corp)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Company Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 3 contracts
Samples: Underwriting Agreement (AG Mortgage Investment Trust, Inc.), Underwriting Agreement (AG Mortgage Investment Trust, Inc.), Underwriting Agreement (AG Mortgage Investment Trust, Inc.)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Company Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-non assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 3 contracts
Samples: Equity Distribution Agreement (AG Mortgage Investment Trust, Inc.), Equity Distribution Agreement (AG Mortgage Investment Trust, Inc.), Equity Distribution Agreement (AG Mortgage Investment Trust, Inc.)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, issued and is fully paid and non-assessable and assessable; each such Subsidiary is wholly owned by the Company, directly or through subsidiaries; all of the outstanding capital stock of such Subsidiaries which is owned by the Company, directly or through subsidiaries, is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; , and none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 3 contracts
Samples: Underwriting Agreement (Ambac Financial Group Inc), Underwriting Agreement (Ambac Financial Group Inc), Underwriting Agreement (Ambac Financial Group Inc)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Jamdat Mobile Inc), Purchase Agreement (Interliant Inc), Purchase Agreement (Play by Play Toys & Novelties Inc)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.
Appears in 3 contracts
Samples: Purchase Agreement (Verisk Analytics, Inc.), Purchase Agreement (Verisk Analytics, Inc.), Purchase Agreement (Paetec Corp)
Good Standing of Subsidiaries. Each subsidiary listed of the Company named in Exhibit 21.01 to the Company's Annual Report on Schedule D hereto Form 10-K for the year ended December 31, 1996 (each a “"Significant Subsidiary” and, collectively, the “Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Significant Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto.Exhibit 21.01 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996 and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.
Appears in 3 contracts
Samples: Purchase Agreement (Northern States Power Co /Mn/), Purchase Agreement (Northern States Power Co /Mn/), Northern States Power Co /Mn/
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”as such term is defined in Rule 1-02 of Regulation S-X) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all of the issued and outstanding capital stock or other ownership interest interests of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D heretoclaim.
Appears in 2 contracts
Samples: Underwriting Agreement (Clearway Energy, Inc.), Underwriting Agreement (Clearway Energy LLC)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company is identified in Exhibit B to this Agreement (each a “Subsidiary” and, collectively, and collectively the “Subsidiaries”) ). Each Subsidiary has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus Prospectus, and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all . All of the issued and outstanding capital stock or other ownership interest of each such Subsidiary of the Subsidiaries has been duly authorized and validly issued, is fully paid and non-assessable and is assessable; except as otherwise disclosed in the Registration Statement, all such shares are wholly owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; , and none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 2 contracts
Samples: Underwriting Agreement (Edge Petroleum Corp), Underwriting Agreement (Edge Petroleum Corp)
Good Standing of Subsidiaries. Each subsidiary of the subsidiaries of the Company listed on Schedule D IV hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed incorporated or organized and is validly existing as an entity a company or corporation in good standing under the laws of the jurisdiction of its formation, incorporation or organization and has full the necessary corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Pricing Prospectus and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Pricing Prospectus or the Prospectus, all of the issued and outstanding share capital or capital stock or other ownership interest of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity interest; none of the outstanding shares of share capital or capital stock of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D heretosubsidiary.
Appears in 2 contracts
Samples: Purchase Agreement (Validus Holdings LTD), Purchase Agreement (Validus Holdings LTD)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (each as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed incorporated or organized and is validly existing as an a corporation or other valid legal entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full with corporate power and authority to own, lease and operate own its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Package, and is duly qualified to do business as a foreign entity to transact business and is corporation in good standing in each jurisdiction all other jurisdictions in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where to the extent that the failure to be so to qualify qualified or to be in good standing would not result in reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.
Appears in 2 contracts
Samples: Underwriting Agreement (Hyperion Therapeutics Inc), Underwriting Agreement (Hyperion Therapeutics Inc)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21.1 to the Registration Statement.
Appears in 2 contracts
Samples: Purchase Agreement (Usi Holdings Corp), Purchase Agreement (Usi Holdings Corp)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”as such term is defined in Rule 1-02 of Regulation S-X) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all of the issued and outstanding capital stock or other ownership interest interests of each such Subsidiary subsidiary (to the extent held by NRG Energy, Inc. (“NRG”)) has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D heretoclaim.
Appears in 2 contracts
Samples: Underwriting Agreement (NRG Yield, Inc.), Underwriting Agreement (NRG Yield, Inc.)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company ----------------------------- (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21.1 to the Registration Statement.
Appears in 2 contracts
Samples: Purchase Agreement (Microstrategy Inc), Purchase Agreement (Microstrategy Inc)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto.C hereto and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1.02 of Regulation S-X.
Appears in 2 contracts
Samples: Purchase Agreement (Activision Inc /Ny), Purchase Agreement (Activision Inc /Ny)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of Chautauqua Airlines, Inc., Republic Airline Inc. and Shuttle America Corporation (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation and in good standing (if recognized by such jurisdiction) under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementProspectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 2 contracts
Samples: Purchase Agreement (Republic Airways Holdings Inc), Purchase Agreement (Republic Airways Holdings Inc)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company as defined in Rule 405 of Regulation C of the 1933 Act Regulations (each a “Subsidiary” and, collectively, the “"Significant Subsidiaries”") has been duly formed incorporated and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to and be in good standing would not result in have a Material Adverse Effectmaterial adverse effect on the condition, financial or otherwise, or the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise; and, except as otherwise disclosed described in the Registration StatementProspectuses, all of the issued and outstanding capital stock or other ownership interest of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and and, except for directors' qualifying shares (if applicable), is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 2 contracts
Samples: Apache Corp, Apache Corp
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.
Appears in 2 contracts
Samples: International Purchase Agreement (Interliant Inc), 1 (Pets Com Inc)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries Subsidiaries listed on in Schedule D hereto.
Appears in 2 contracts
Samples: Underwriting Agreement (Homology Medicines, Inc.), Underwriting Agreement (Homology Medicines, Inc.)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (each as such term is defined in Rule 1-02 of Regulation S-X) (each, a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D C hereto.
Appears in 2 contracts
Samples: Purchase Agreement (Contifinancial Corp), Contifinancial Corp
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of Investview, as such term is defined in Rule 1-02 of Regulation S-X (each each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly formed incorporated or organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus SEC Reports and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all . All of the issued and outstanding capital stock or other ownership interest of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the CompanyInvestview, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Significant Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Investview, Inc.), Securities Purchase Agreement (Investview, Inc.)
Good Standing of Subsidiaries. Each subsidiary listed in Exhibit 21.1 to the Company’s Annual Report on Schedule D hereto Form 10-K for the most recently ended fiscal year (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D heretoin Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act or (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Pulse Biosciences, Inc.), Terms Agreement (Pulse Biosciences, Inc.)
Good Standing of Subsidiaries. Each direct and indirect subsidiary listed on Schedule D hereto of the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an a national bank, corporation or other entity in good standing under the laws of the jurisdiction of its formationorganization, has full requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesa Subsidiary, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such any Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries Subsidiaries listed on Schedule D hereto.
Appears in 2 contracts
Samples: Underwriting Agreement (Access National Corp), Underwriting Agreement (Access National Corp)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto.C hereto and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.
Appears in 2 contracts
Samples: Shaw Group Inc, Adept Technology Inc
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries Subsidiaries listed on Schedule D hereto.B hereto and (b) certain other subsidiaries which considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.
Appears in 2 contracts
Samples: Underwriting Agreement (Semco Energy Inc), Semco Energy Inc
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D C hereto.
Appears in 2 contracts
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of Garmin Corp. and Garmin International (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.
Appears in 2 contracts
Samples: Purchase Agreement (Garmin LTD), International Purchase Agreement (Garmin LTD)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 2 contracts
Samples: Purchase Agreement (Invision Technologies Inc), Purchase Agreement (Openwave Systems Inc)
Good Standing of Subsidiaries. Each subsidiary of the Company is listed on Schedule D hereto E to this Agreement (each a “Subsidiary” and, collectively, the “Subsidiaries”) ). Each Subsidiary has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the its jurisdiction of its formationincorporation, has full the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Final Prospectuses and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementGeneral Disclosure Package and the Final Prospectuses, all of the issued and outstanding share capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder shareholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 2 contracts
Samples: Underwriting Agreement (North American Palladium LTD), Underwriting Agreement (North American Palladium LTD)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21.1 to the Registration Statement.
Appears in 2 contracts
Samples: Purchase Agreement (Lincoln Educational Services Corp), Purchase Agreement (Lincoln Educational Services Corp)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the ----------------------------- Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (except for restrictions on transfer imposed by federal or state securities laws); none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.
Appears in 1 contract
Samples: Purchase Agreement (Pantry Inc)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto.C hereto and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of Xxxxx Respiratory Products, Inc. and Xxxxx Respiratory Operations, Inc. (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.
Appears in 1 contract
Samples: Purchase Agreement (Adams Respiratory Therapeutics, Inc.)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries listed on Schedule D C hereto.
Appears in 1 contract
Samples: Kennametal Financing I
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Company Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-non assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 1 contract
Samples: Underwriting Agreement (AG Mortgage Investment Trust, Inc.)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and except for Memphis Publishing Company and Evansville Courier Company, Inc., is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Significant Subsidiary” and, collectively, the “Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and and, in the case of the common stock of each such subsidiary, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Significant Subsidiary was issued in violation of the any preemptive or similar rights of any securityholder of such Significant Subsidiary. The only subsidiaries, direct and indirect, Significant Subsidiaries of the Company are the subsidiaries listed on Schedule D heretoSierra Pacific Power Company and Nevada Power Company.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto (each a “Subsidiary” andof Procom Technology FSC, collectivelyMegabyte Computerhandels AG, the “Subsidiaries”) Invincible Technology Acquisition Corp., Procom AG, Procom SPA, Procom Technology, UK and Scofima Software S.r.l. has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.A hereto and no subsidiary of the Company other than Megabyte Computerhandels AG is a "significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of Progressive System Technologies, Inc., Xxxx Design Incorporated and Palo Alto Technologies, Inc. (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are (a) the subsidiaries Subsidiaries listed on Schedule D hereto.Exhibit 21.1 of the Registration Statement and (b) certain other Subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a "significant Subsidiary" as defined in Rule 1-02 of Regulation S-X.
Appears in 1 contract
Samples: Asyst Technologies Inc /Ca/
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing has not resulted, or would not result reasonably be expected to result, in a Material Adverse Effect; except as otherwise disclosed in or contemplated by the Registration StatementGeneral Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim pledge or equitylien that reasonably would be expected to result in a Material Adverse Effect; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such SubsidiarySubsidiary that reasonably would be expected to result in a Material Adverse Effect. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
Appears in 1 contract
Good Standing of Subsidiaries. (A) Each subsidiary listed Subsidiary of the Company set forth on Schedule D C hereto (which lists all subsidiaries of the Company) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and and, except as otherwise disclosed in the Registration Statement, is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Cross Country Healthcare Inc)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto (each a “Subsidiary” and, collectively, of the “Subsidiaries”) Subsidiaries has been duly formed organized and is validly existing as an entity a corporation in good standing standing, or the equivalent thereof, under the laws of the jurisdiction of its formationincorporation, has full all necessary corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing standing, or the equivalent thereof, in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing standing, or the equivalent thereof, would not not, individually or in the aggregate, result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-non assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder shareholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoG hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”).
Appears in 1 contract
Samples: Underwriting Agreement (James River Group Holdings, Ltd.)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto.Exhibit 21 to the Registration Statement and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a Asignificant subsidiary" as defined in Rule 1-02 of Regulation S-X.
Appears in 1 contract
Samples: Purchase Agreement (24/7 Media Inc)
Good Standing of Subsidiaries. Each subsidiary of the ----------------------------- Company which is required to be listed on Schedule D hereto Exhibit 21 to the Registration Statement (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company which are the subsidiaries required to be listed on Schedule D heretoExhibit 21 to the Registration Statement have been so listed.
Appears in 1 contract
Samples: Purchase Agreement (Knoll Inc)
Good Standing of Subsidiaries. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement. Each subsidiary listed on Schedule D hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D heretosubsidiary.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Significant Subsidiary” and, collectively, the “Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Significant Subsidiary was issued in violation of the any preemptive or similar rights of any securityholder of such Significant Subsidiary. The only subsidiaries, direct and indirect, Significant Subsidiaries of the Company are the subsidiaries listed on Schedule D heretoSierra Pacific Power Company and Nevada Power Company.
Appears in 1 contract
Samples: Purchase Agreement (Sierra Pacific Resources Capital Trust Ii)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (each as such term is defined in Rule 1-02 of Regulation S-X) (each, a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21.1 to the Registration Statement.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement as may be amended from time to time.
Appears in 1 contract
Samples: Soliciting Dealer Agreement (CNL Income Properties Inc)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 1 contract
Samples: Purchase Agreement (Idex Corp /De/)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D SCHEDULE C hereto.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary of the Company is listed on Schedule D hereto E to this Agreement (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”) "). Each Subsidiary has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the its jurisdiction of its formationincorporation, has full the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Final Prospectuses and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementGeneral Disclosure Package and the Final Prospectuses, all of the issued and outstanding share capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder shareholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto (of CLR Roasters, LLC and Khrysos Industries, Inc., each a “Subsidiary” andsubsidiary that is material to the business and operations of the Company, collectively, the “Subsidiaries”) has been duly formed and organized, is validly existing as an entity and in good standing under the laws of the jurisdiction of its incorporation or formation, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of its business, except where the failure so to qualify or to be so qualified or in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all . All of the issued and outstanding capital stock or other ownership interest interests of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock or other ownership interests of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiariesOther than CLR Roasters, LLC and Khrysos Industries, Inc., the Company does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X). For the purposes of this Agreement, “subsidiary” means each direct and indirect, indirect subsidiary of the Company are the subsidiaries listed on Schedule D heretoCompany.
Appears in 1 contract
Samples: Underwriting Agreement (Youngevity International, Inc.)
Good Standing of Subsidiaries. Each subsidiary listed of the Company named in Exhibit 21.01 to the Company's Annual Report on Schedule D hereto Form 10-K for the year ended December 31, 1996 (each a “"Significant Subsidiary” and, collectively, the “Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Significant Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto.Exhibit 21.01 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996 and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X. (viii)
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing a corporation under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement except for such subsidiaries which, if considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X) as of December 31, 2006.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in or contemplated by the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim pledge or equitylien that reasonably would be expected to result in a Material Adverse Effect; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such SubsidiarySubsidiary that reasonably would be expected to result in a Material Adverse Effect. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing a limited liability company under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each foreign jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable issued and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim pledge or equitylien that reasonably would be expected to result in a Material Adverse Effect; none of the outstanding shares of capital stock equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder other holder of equity interests of such SubsidiarySubsidiary that reasonably would be expected to result in a Material Adverse Effect. The only subsidiaries, direct and indirect, Subsidiary of the Company are is the subsidiaries Subsidiary listed on Schedule D heretoExhibit 21.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
Appears in 1 contract
Good Standing of Subsidiaries. (A) Each subsidiary listed Subsidiary of the Company set forth on Schedule D E hereto (which lists all subsidiaries of the Company) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement. Except as described in the Registration Statement, the Company does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other entity.
Appears in 1 contract
Samples: Brightpoint Inc
Good Standing of Subsidiaries. Each subsidiary listed As set forth on Schedule D hereto 1 hereto, the Company has no subsidiaries (each a “Subsidiary” and, collectively, the “Subsidiaries”) ). Each Subsidiary, if ever any, has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration StatementProspectus, the General Disclosure Package and the Prospectus and each Subsidiary is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiariesSubsidiaries, direct and indirect, of the Company are the subsidiaries Subsidiaries listed on Schedule D 1 hereto.
Appears in 1 contract
Good Standing of Subsidiaries. Each material subsidiary listed (as set forth on Schedule D hereto (Annex I, each a “Subsidiary” "Material Subsidiary and, collectively, the “"Material Subsidiaries”") of the Company has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration StatementStatement and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Material Subsidiary has been duly authorized and is validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesMaterial Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Material Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Material Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company is identified in Exhibit B to this Agreement (each a “"Subsidiary” and, collectively, " and collectively the “"Subsidiaries”) "). Each Subsidiary has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration StatementStatement and Prospectus, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all . All of the issued and outstanding capital stock or other ownership interest of each such Subsidiary of the Subsidiaries has been duly authorized and validly issued, is fully paid and non-assessable and is assessable; except as otherwise disclosed in the Registration Statement, all such shares are wholly owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; , and none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X of the 1933 Act Regulations) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationorganization, has full organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.C.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed incorporated or otherwise organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its incorporation or other formation, has full due power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and each Significant Subsidiary (as defined herein) is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and assessable, and, except as set forth on Schedule D attached hereto, is directly or through Subsidiaries wholly owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Attached hereto as Schedule D hereto.D
Appears in 1 contract
Samples: Purchase Agreement (Bally Total Fitness Holding Corp)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" ----------------------------- of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing a corporation under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement except for such subsidiaries which, if considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X).
Appears in 1 contract
Samples: Purchase Agreement (TomoTherapy Inc)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 1 contract
Samples: Purchase Agreement (Heico Corp)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of ECI Capital Corporation, ECI Services, Inc., JPH Properties, Inc. and ECI Cemetery Services, Inc. (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Offering Memorandum and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementOffering Memorandum, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the any preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 1 contract
Good Standing of Subsidiaries. Each direct and indirect subsidiary listed on Schedule D hereto of the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an a national bank, corporation, limited liability company or other entity in good standing under the laws of the jurisdiction of its formationorganization, has full requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D C hereto.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed incorporated and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was the Subsidiaries were issued in violation of the any preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries Subsidiaries listed on Schedule D hereto.
Appears in 1 contract
Samples: Hutchinson Technology Incorporated (Hutchinson Technology Inc)
Good Standing of Subsidiaries. Each subsidiary The only subsidiaries of the Company are the subsidiaries listed on Schedule D hereto (Exhibit 21.1 to the 10-K. Each of the Operating Partnership and each a “Subsidiary” and, collectively, the “Subsidiaries”) other subsidiary has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction state of its formationformation or organization, has full power and corporate or similar authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest equity interests of each such Subsidiary has subsidiary, have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock equity interests of any Subsidiary was subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D heretosubsidiary.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto The “significant subsidiary” of the Company (each a as such term is defined in Rule 1-02 of Regulation S-X) (the “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such the Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any the Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiary of the Company are is the subsidiaries subsidiary listed on Schedule D heretoExhibit 21 to the Registration Statement.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries Subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of Chautauqua Airlines, Inc. and Republic Airline Inc. (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation and in good standing (if recognized by such jurisdiction) under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementProspectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21.1 to the Registration Statement.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" (as such term is defined in Rule 1-02 of Regulation S-X) of the Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementProspectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 1 contract
Samples: Dealer Manager Agreement (Anixter International Inc)
Good Standing of Subsidiaries. Each significant subsidiary listed on Schedule D hereto (as such is defined in Regulation S-X of the 1933 Act) of the Company (each a “"Subsidiary” " and, collectivelycollectivexx, the “xxx "Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The As of the date hereof, the only subsidiaries, direct and indirect, subsidiaries of the Company that are the subsidiaries required to be listed on Schedule D heretoExhibit 21 to the Registration Statement are so listed (as if such schedule was prepared on the date hereof).
Appears in 1 contract
Samples: Purchase Agreement (Tropical Sportswear International Corp)
Good Standing of Subsidiaries. (A) Each subsidiary listed Subsidiary of the Company set forth on Schedule D hereto (which lists all subsidiaries of the Company) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries Subsidiaries listed on Schedule D 1 hereto.
Appears in 1 contract
Samples: Cross Country Inc
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of DiCE Molecules SV, Inc. and DiCE Alpha, Inc. (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all . All of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary The only direct or indirect Subsidiaries of the Company are corporations listed on Schedule D I hereto (each each, a “"Subsidiary” and, " and collectively, the “"Subsidiaries”) "). Each Subsidiary has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationorganization, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration StatementStatement and the Prospectuses, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and is validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none equity other than the pledges to banks under the loan agreements of the Company. None of the outstanding shares of capital stock of any Subsidiary the Subsidiaries was issued in violation of the preemptive or other similar rights arising by operation of law, under the charter or by-laws of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of Subsidiary or under any agreement to which the Company are the subsidiaries listed on Schedule D heretoor any Subsidiary is a party.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationorganization, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity organization to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than any that secure the Company's credit facilities identified in the Company's current report on Form 8-K filed on September 7, 2001; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries Subsidiaries listed on Schedule D hereto.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto (The Subsidiaries are the only subsidiaries which are currently material to the business and operations of the Company, and each a “Subsidiary” and, collectively, the “Subsidiaries”) such Subsidiary has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its incorporation or formation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all . All of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, issued and is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesone or more wholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim except for those arising under any credit facility or equityloan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, General Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiariesCompany has no subsidiaries that are not Subsidiaries, direct and indirect, of the Company are the subsidiaries each Subsidiary is listed on Schedule D heretoExhibit 21.01 to the Registration Statement.
Appears in 1 contract
Samples: Neoforma Com Inc
Good Standing of Subsidiaries. Each Other than Hangzhou UTStarcom, Ltd., UTStarcom China, Ltd. (the "Subsidiary") is the only significant subsidiary listed on Schedule D hereto (each a “Subsidiary” andas defined in Rule 1-02 of Regulation S-X) of the Company, collectively, the “Subsidiaries”) and has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any the Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary pursuant to the Subsidiary. The only subsidiaries, direct and indirect, of 's charter documents or applicable law or any agreement or instrument to which such Subsidiary is a party or by which the Company are the subsidiaries listed on Schedule D heretoSubsidiary is bound which has not otherwise been waived by such securityholder.
Appears in 1 contract
Samples: Purchase Agreement (Utstarcom Inc)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the 1933 Act, each a “"Subsidiary” and, " and collectively, the “"Subsidiaries”) "), has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration StatementStatement and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and is validly issued, is fully paid and non-assessable nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement. The jurisdiction of incorporation of each Subsidiary of the Company is as set forth in Schedule D hereto.F and each jurisdiction in which each Subsidiary of the Company is required to qualify as a foreign corporation to transact business (whether by reason of the ownership or leasing of property or the conduct of business) is set forth opposite its name in Schedule F.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equity; none claim. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto.hereto and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” and, " and collectively, the “Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto.hereto and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.
Appears in 1 contract
Samples: Photon Dynamics Inc
Good Standing of Subsidiaries. Each subsidiary of the Company ----------------------------- which is required to be listed on Schedule D hereto Exhibit 21 to the Registration Statement (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company which are the subsidiaries required to be listed on Schedule D heretoExhibit 21 to the Registration Statement have been so listed.
Appears in 1 contract
Good Standing of Subsidiaries. There are no “significant subsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S-X). Each subsidiary listed on Schedule D hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” and, " and collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” and, ," and collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (A) the subsidiaries listed on Schedule D hereto.C hereto and (B) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a
Appears in 1 contract
Samples: Purchase Agreement (Arvin Capital I)
Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (each as such term is defined in Rule 1-02 of Regulation S-X) (each, a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D A hereto.
Appears in 1 contract
Samples: Purchase Agreement (Tiffany & Co)
