Ownership and Operations of the Companies Sample Clauses

Ownership and Operations of the Companies. (a) As of the date of this Agreement, Stockholder owns, and at all times after the date hereof and prior to the Closing will own, directly or indirectly, in the aggregate, 100% of the issued and outstanding equity interests of the Company, free and clear of Encumbrances. (i) The Company holds, and at all times after the date hereof and prior to the Closing, will own, directly or indirectly, 100% of the issued and outstanding equity interests free and clear of all Encumbrances of EVERTEC Dominicana, S.A., a sociedad anónima organized under the laws of the Dominican Republic, EVERTEC de Venezuela, C.A., a sociedad anónima organized under the laws of Venezuela, and Sense Software International Corp., a corporation organized under the laws of Commonwealth, and the Foreign Subsidiaries, and (ii) the Company owns as of the date hereof, and, except to the extent the Foreign Equity Investments are sold pursuant to the applicable rights of first refusal, at all times after the date hereof and prior to the Closing, will own free and clear of all Encumbrances, the Foreign Equity Investments. Except as set forth in the prior sentence, the Company has no Subsidiaries, does not own, directly or indirectly, any capital stock, membership interest or other equity interests of any Person or have any direct or indirect equity or ownership interest in any business and is not a member of or participant in any partnership, joint venture or similar Person.
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Ownership and Operations of the Companies. As of the date of this Agreement, Seller owns, and at all times prior to the Closing will own, directly or indirectly, in the aggregate, 100% of the issued and outstanding membership interests of Holdco, free and clear of all Encumbrances. As of the date of this Agreement, Seller owns, and at all times prior to the Contribution will own, and following the Contribution Holdco will at all times prior to the Closing own, 100% of the issued and outstanding membership interests of Opco, free and clear of all Encumbrances. Prior to the Contribution, none of the Companies shall have any material assets or material Liabilities (other than assets of the Business or cash or otherwise as agreed herein) and will engage in no material operations or activities, other than as contemplated herein, in any Ancillary Agreement or in any other document, agreement or instrument contemplated thereby or as may be reasonably necessary in connection with its formation or any of the foregoing. Except for Opco, in which Holdco will hold 100% of the equity interest as, Holdco has no subsidiaries (other than CMC LLC), does not own, directly or indirectly, any capital stock, membership interest or other equity interests of any Person or have any direct or indirect equity or ownership interest in any business and is not a member of or participant in any partnership, joint venture or similar Person. Opco has no subsidiaries (other than the CMC Business), does not own, directly or indirectly, any capital stock, membership interest or other equity interests of any Person or have any direct or indirect equity or ownership interest in any business and is not a member of or participant in any partnership, joint venture or similar Person. As of the Closing, FTFC owns 100% of the issued and outstanding membership interests of Canadian Sub, free and clear of all Encumbrances. The Canadian Sub has no subsidiaries, does not own, directly or indirectly, any capital stock, membership interest or other equity interests of any Person or have any direct or indirect equity or ownership interest in any business and is not a member of or participant in any partnership, joint venture or similar Person.
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Ownership and Operations of the Companies. As of the date of this Agreement, Seller owns, and at all times prior to the Closing will own in the aggregate, 100% of the issued and outstanding membership interests of Holdco, free and clear of all Encumbrances. As of the date of this Agreement, Seller owns, and at all times prior to the Contribution will own, and following the Contribution Holdco will at all times prior to the Closing own, 100% of the issued and outstanding membership interests of Opco, free and clear of all Encumbrances. Prior to the Contribution, none of the Companies shall have any material assets or material Liabilities (other than assets of the Business or cash or otherwise as agreed herein) and will engage in no material operations or activities, other than as contemplated herein, in any Ancillary Agreement or in any other document, agreement or instrument contemplated thereby or as may be reasonably necessary in connection with its formation or any of the foregoing. Except for Opco, in which Holdco will hold 100% of the equity interest as, Holdco has no subsidiaries (other than CMC LLC), does not own, directly or indirectly, any capital stock, membership interest or other equity interests of any Person or have any direct or indirect equity or ownership interest in any business and is not a member of or participant in any partnership, joint venture or similar Person. Opco has no subsidiaries, does not own, directly or indirectly, any capital stock, membership interest or other equity interests of any Person or have any direct or indirect equity or ownership interest in any business and is not a member of or participant in any partnership, joint venture or similar Person.
Sample 1

Related to Ownership and Operations of the Companies

  • Business and Operations Borrower will continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Property. Borrower will qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Property.

  • Ownership and Operations of Merger Sub Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Operations of the Company Except as set forth on Schedule 3.26, since the Balance Sheet Date the Company has not:

  • Management and Operations of Business 30 Section 7.1 Management .............................................................. 30 Section 7.2 Certificate of Limited Partnership ...................................... 34 Section 7.3 Restrictions on General Partner's Authority ............................. 34 (i) 3 Section 7.4 Reimbursement of the Crescent Group ..................................... 35 Section 7.5 Outside Activities of the Crescent Group ................................ 35 Section 7.6 Contracts with Affiliates ............................................... 36 Section 7.7 Indemnification ......................................................... 36 Section 7.8 Liability of the General Partner ........................................ 39 Section 7.9 Other Matters Concerning the General Partner ............................ 39 Section 7.10 Title to Partnership Assets ............................................ 40 Section 7.11 Reliance by Third Parties .............................................. 40 Section 7.12 Limited Partner Representatives ........................................ 41

  • Interim Operations of the Company The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:

  • Management and Operations OF LLC Section 2.01 Power and Authority of Members ........................................ 9 Section 2.02 Power and Authority of Directors....................................... 9 Section 2.03 Directors: Meetings, Committees, and Delegation....................... 10 Section 2.04 Compensation of the Directors ......................................... 15 Section 2.05 Officers .............................................................. 15 Section 2.06

  • Conditions of the Company The obligation of the Company to issue and sell the Purchase Shares to be sold to and purchased by the Purchaser as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may be waived in writing by the Company in its sole discretion:

  • Management and Operation of Business 37 6.1 Management...................................................................................37 6.2 Certificate of Limited Partnership...........................................................38 6.3 Restrictions on General Partner's Authority..................................................38 6.4 Reimbursement of the General Partner.........................................................39 6.5

  • Operation of the Company Each Party agrees to take all actions necessary to ensure that the Company shall be operated in accordance with the terms of this Agreement and the other Transaction Agreements, including, without limitation, to vote all Securities held by it (and to cause all Securities held by any of its Affiliates and permitted transferees under Section 13 to be voted) to effect the terms hereof.

  • Business of the Company The purpose of the Company is to carry on any lawful business, purpose or activity for which limited liability companies may be formed in accordance with Section 18-106 of the Act.

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