INDIRECT SUBSIDIARIES Sample Clauses

INDIRECT SUBSIDIARIES. The Direct Subsidiaries and their respective direct or indirect subsidiaries hold shares and partnership interests in the following companies and partnerships:
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INDIRECT SUBSIDIARIES. The Direct Subsidiaries and their respective direct or indirect subsidiaries hold shares and partnership interests in the following companies and partnerships: 1.3.1 DDD holds shares and partnership interests in the following companies and partnerships: (i) one share in the nominal amount of DM 50,000 (which represents 100 % of the total registered share capital) in VBR Vertriebsburo Rotierende Instrumente Gesellschaft mit beschrankter Haftung, a limited liability company organised under German law, registered in the Commercial Register maintained at the Lower Court of Berlin Charlottenburg under registration number HRB 45271 and having its legal domicile in Berlin, Germany ("VBR"); (ii) one share in the nominal amount of EUR 8,400 (which represents 33.3 % of the total registered share capital in the nominal amount of EUR 25,200) in DES Dental Events Gesellschaft fur professionelles Veranstaltungsmanagement GmbH, a limited liability company organised under German law, registered in the Commercial Register maintained at the Lower Court of Cologne under registration number HRB 31892 and having its legal domicile in Cologne, Germany ("DES GMBH"); (iii) one share in the nominal amount of EUR 3,000 (which represents 4.545 % of the total capital in the nominal amount of EUR 66,000) in Arbeitsgemeinschaft der Bayerischen Dentaldepots, a civil law partnership (Gesellschaft burgerlichen Rechts) organised under German law and having its legal domicile in Munich, Germany ("ARGE"); (iv) four shares in the nominal amounts of DM 17,894.46, DM 17,894.46, DM 17,649.99 and DM 17,894.42 (which together <PAGE> 8 represent 29.889 % of the total capital in the nominal amount of DM 238,659.17) in Arbeitsgemeinschaft der Dental-Depots in Baden-Wurttemberg und Rheinland-Pfalz im BVD, a civil law partnership organised under German law and having its legal domicile in Stuttgart, Germany ("DENTALDEPOT"). (DES GmbH, Arge, Dentaldepot are collectively referred to as "DENTAL ASSOCIATIONS"). 1.3.2 Austrodent holds shares in the following companies: (i) one share in the nominal amount of ATS 500,000 (which represents 100 % of the total registered share capital) in Xxxxxx Zahnwarenhandelsgesellschaft m.b.H., a limited liability company organised under Austrian law, registered in the Commercial Register maintained in Vienna under registration number FN 74236x and having its legal domicile in Vienna, Austria ("XXXXXX GmbH"); (ii) one share in the nominal amount of ATS 500,000 (which represe...
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INDIRECT SUBSIDIARIES. The Direct Subsidiaries listed in Schedule 4.3 (a) are the owners, beneficially and of record, of shares of the companies listed in Schedule 4.3(b), free and clear of all liens, security interests, charges, community property interests, equitable interests, options, pledges, rights of first refusal or restrictions or encumbrances of any kind, including any restrictions on use, transfer, voting, receipt of income or other attribute of ownership (other than liens that will be released at Closing and liens related to Indebtedness assumed by the Buyer). (Such companies other than Krebsoge Excel (Filters) PVT, Ltd., Krebsoge Feida Danyang Filters and Sintered Metal Components (Pty.) Ltd. are referred to herein as the "Indirect Subsidiaries," Krebsoge Excel (Filters) PVT, Ltd., Krebsoge Feida Danyang Filters and Sintered Metal Components (Pty). Ltd. are referred to herein as the "Non-Wholly Owned Subsidiaries" and the Indirect Subsidiaries and the Direct Subsidiaries are referred to herein as the "Subsidiaries". The shares in the Subsidiaries and the shares in the Non-Wholly Owned Subsidiaries are collectively referred to herein as the "Subsidiary Shares"). The authorized stated capital (Stammkapital) of each of the Indirect Subsidiaries and Non-Wholly Owned Subsidiaries is as shown in Schedule 4.3(b).
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INDIRECT SUBSIDIARIES. Permit the aggregate investment in any Indirect Subsidiaries to exceed $100,000 for any fiscal quarter.
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Related to INDIRECT SUBSIDIARIES

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Ownership; Subsidiaries All Equity Interests in the Credit Parties are owned as set forth in Schedule 4.6. Borrower has no Subsidiaries other than as set forth in Schedule 4.6. Except as has been disclosed to the Lender in Schedule 4.6, there are no outstanding subscription agreements, membership interest or share purchase agreements, warrants, or options for any Equity Interests in Borrower. Allseas and Phoenix are, directly or indirectly, wholly-owned subsidiaries of Holding Company.

  • Equity Ownership; Subsidiaries All issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and (except with respect to the Company) free and clear of all Liens, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Capital Securities of each Loan Party as of the Closing Date. All of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary is, directly or indirectly, owned by the Company and is set forth on Schedule 9.8. Except for certain Dormant Entities, the Company has no Subsidiaries that are not Wholly-Owned Subsidiaries. As of the Closing Date, except as set forth on Schedule 9.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of any Loan Party.

  • Other Subsidiaries Except where a failure to satisfy such representation would not have a Material Adverse Effect, each of the Subsidiaries of the Borrower (other than the Subsidiary Guarantors) (i) is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, (ii) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated and (iii) is in good standing and is duly authorized to do business in each jurisdiction where Real Estate owned or leased by it is located (to the extent such authorization is required by Applicable Law).

  • Parent Subsidiaries (a) All the outstanding shares of capital stock or voting securities of, or other equity interests in, each Parent Subsidiary have been validly issued and are fully paid and nonassessable and are owned by Parent, by another Parent Subsidiary or by Parent and another Parent Subsidiary, free and clear of all material pledges, liens, charges, mortgages, deeds of trust, rights of first offer or first refusal, options, encumbrances and security interests of any kind or nature whatsoever (collectively, with covenants, conditions, restrictions, easements, encroachments, title retention agreements or other third party rights or title defect of any kind or nature whatsoever, “Liens”), and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities laws.

  • Ownership of the Operating Subsidiaries The Partnership and the Operating Company own, directly or indirectly, the equity interests of the Operating Subsidiaries as described on Schedule II; such equity interests have been duly authorized and validly issued in accordance with the organizational documents of each Operating Subsidiary, amended on or prior to the date hereof (the “Operating Subsidiaries’ Organizational Documents”), and are fully paid (to the extent required under the Operating Subsidiaries’ Organizational Agreements) and nonassessable (except as such nonassessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating Subsidiary and the relevant organizational documents); and the Partnership and the Operating Company, as applicable, own such equity interests free and clear of all Liens except for Liens pursuant to credit agreements and related security agreements disclosed or referred to in the Disclosure Package and the Prospectus.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

  • Inactive Subsidiaries The Inactive Subsidiaries do not (a) have assets with an aggregate book value in excess of $1,000,000, (b) have revenue in excess of $1,000,000 in the aggregate and (c) conduct any business activities.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9.

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