Ownership of Seller Subsidiaries. Seller has Previously Disclosed the name, jurisdiction of incorporation and percentage ownership of each direct or indirect Seller Subsidiary and identified Seller Bank as its only Significant Subsidiary. Except for (x) capital stock of Seller Subsidiaries, (y) securities and other interests held in a fiduciary capacity and beneficially owned by third parties or taken in consideration of debts previously contracted and (z) securities and other interests which are Previously Disclosed, Seller does not own or have the right to acquire, directly or indirectly, any outstanding capital stock or other voting securities or ownership interests of any corporation, bank, savings association, partnership, joint venture or other organization, other than investment securities representing not more than 5% of any entity. The outstanding shares of capital stock or other ownership interests of each Seller Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and are directly owned by Seller free and clear of all liens, claims, encumbrances, charges, pledges, restrictions or rights of third parties of any kind whatsoever. No rights are authorized, issued or outstanding with respect to the capital stock or other ownership interests of Seller Subsidiaries and there are no agreements, understandings or commitments relating to the right of Seller to vote or to dispose of such capital stock or other ownership interests.
Ownership of Seller Subsidiaries. 12 3.4 Organization, Standing and Authority of Seller Subsidiaries...............................12 3.5 Authorized and Effective Agreement........................................................12 3.6
Ownership of Seller Subsidiaries. The shares of capital stock in Seller consist of 1,000 shares of common stock (collectively, the “Shares”), of which 26 Shares are issued and outstanding. All of the issued and outstanding Shares are owned of record by Xxxxxxx Power Corporation, a wholly-owned subsidiary of Seller Parent. All of the issued and outstanding Shares are beneficially owned by Seller Parent. Seller has not had, nor does it currently have, any Subsidiaries, except Protonex, LLC. Except for Protonex, LLC, Seller has never owned, nor does it currently own, any capital stock or other proprietary interest, directly or indirectly, in any other Person. Protonex, LLC does not have, and has not had, title to any Acquired Assets.
Ownership of Seller Subsidiaries. 11 3.4 ORGANIZATION, STANDING AND AUTHORITY OF SELLER SUBSIDIARIES...12 3.5
Ownership of Seller Subsidiaries. The Seller will continue to directly or indirectly own at least the percentage of the issued and outstanding shares of the capital stock of each of the Seller Subsidiaries as indicated in Schedule VI hereof; provided, that upon thirty days' prior written notice to the Purchasers, the Seller may sell or otherwise convey or dispose of the stock of any Seller Subsidiary and upon the effective date of such sale, such subsidiary shall no longer be a Seller Subsidiary under this Agreement; provided, further, that if the Required Purchasers determine, in their sole discretion, that the Events of Termination in Section 7.01(i) are no longer reasonable or protective as a result of such sale, the Required Purchasers may modify the provisions of such Section 7.01(i) with the consent of the Seller (which consent shall not be unreasonably withheld or delayed).
Ownership of Seller Subsidiaries. Harvard is the sole record and beneficial owner of all of the shares of capital stock of the Seller, free and clear of any Liens (other than as set forth on Schedule 5.3). Except as set forth on Schedule 5.3, there is not outstanding any security, option, warrant, right, agreement, understanding or commitment of any kind entitling any person to acquire any shares of capital stock of the Seller. There are no agreements, commitments or restrictions relating to ownership or voting of any shares of stock or other securities of the Seller, other than those agreements listed on Schedule 5.3. Except as set forth on Schedule 5.3, the Seller has no subsidiaries and has no equity interest in any corporation, partnership, joint venture or other entity. Except as set forth on Schedule 5.3, Harvard has conducted the Business only through the Seller.
Ownership of Seller Subsidiaries. 10 3.4 Organization, Standing and Authority of Seller Subsidiaries. . . . . . . . . . . . . . . . . . . 11 3.5
Ownership of Seller Subsidiaries. Seller has Previously Disclosed the name, jurisdiction of incorporation and percentage ownership of each direct or indirect Seller Subsidiary and identified Seller Bank as its only
Ownership of Seller Subsidiaries. CAPITAL STRUCTURE OF SELLER SUBSIDIARIES As of the date hereof, Seller does not own, directly or indirectly, five percent (5%) or more of the outstanding capital stock or other voting securities of any corporation, bank or other organization except the Seller Subsidiaries and as Previously Disclosed. Seller has Previously Disclosed to Purchaser a list of all of the Seller Subsidiaries, including a summary description of each Subsidiary's activities and the authority under which each Subsidiary is held by Seller. Except as Previously Disclosed, the outstanding shares of capital stock or other equity interests of each Seller Subsidiary have been duly authorized and validly issued and are fully paid and (except as provided by applicable law) nonassessable, and all such shares or equity interests are directly or indirectly owned by Seller free and clear of all liens, claims and encumbrances. No Seller Subsidiary has or is bound by any Rights which are authorized, issued or outstanding with respect to the capital stock or other equity interests of any Seller Subsidiary and, except as Previously Disclosed, there are no agreements, understandings or commitments relating to the right of Seller to vote or to dispose of such shares. None of the shares of capital stock or other equity interests of any Seller Subsidiary has been issued in violation of the preemptive rights of any person.
Ownership of Seller Subsidiaries. Seller has identified each ------------------------------------ Seller Subsidiary in the Seller Disclosure Letter. Seller owns all of the issued and outstanding shares of common stock of each of the Seller Subsidiaries. The shares of capital stock of each Seller Subsidiary are owned by Seller free and clear of all liens, claims, encumbrances and restrictions on transfer (other than those imposed by Applicable Law) and there are no rights with respect to such capital stock.
