Ownership of the Acquired Companies Sample Clauses

Ownership of the Acquired Companies. (a) US Seller is the record and beneficial owner of the US Acquired Interests, which represent all of the issued and outstanding Equity Securities of the US Acquired Companies. International Seller is the record and beneficial owner of the International Acquired Interests, which represent all of the issued and outstanding Equity Securities of the International Acquired Company. The Acquired Interests have been duly authorized and validly issued and are fully paid and non-assessable. At the Closing, Sellers shall transfer to Buyers, and Buyers will acquire, good and valid title to the Acquired Interests, free and clear of all Liens, except (i) as may be created by Buyers, (ii) as may be set forth in the Governing Documents of the Acquired Companies, and (iii) for any restrictions on sales of securities under applicable securities Laws. (b) Section 3.4(b) of the Disclosure Schedule sets forth for each Acquired Company (i) its name and jurisdiction of organization, (ii) its form of organization and (iii) the owner(s) of all Equity Securities of such Acquired Company. Except as set forth on Section 3.4(b) of the Disclosure Schedule, all of the outstanding Equity Securities of each Acquired Company are owned by Sellers or another Acquired Company, free and clear of all Liens, except (A) as may be set forth in the Governing Documents of such Acquired Company, (B) for any restrictions on sales of securities under applicable securities Laws, and (C) for Permitted Liens. (c) Except as disclosed on Section 3.4(c) of the Disclosure Schedule, (i) no Acquired Company owns any Equity Securities of any Person other than an Acquired Company, (ii) no Person has any rights pursuant to any stockholder agreements, voting trusts, proxies or other Contract with respect to the purchase, sale or voting of the Equity Securities of any Acquired Company, (iii) there is no existing right or Contract to which a Seller or any Acquired Company is a party requiring, and there are no Equity Securities of an Acquired Company outstanding which upon conversion or exchange would require, the issuance of any Equity Securities in any Acquired Company or other Equity Securities convertible into Equity Securities of the Acquired Companies, and there are no outstanding or authorized profit interests, equity appreciation, phantom unit, profit participation or similar rights in any Acquired Company, (iv) there are no outstanding contractual obligations of any Acquired Company to repurchase, redeem o...
Sample 1
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Ownership of the Acquired Companies. (a) The Directly Acquired Entities own, directly or indirectly, all of the capital stock, limited liability company interests or other equity securities of each Acquired Company that is not a Directly Acquired Entity free and clear of any Liens (other than Permitted Equity Liens). (b) No Acquired Company owns any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person (other than in another Acquired Company).
Sample 1

Related to Ownership of the Acquired Companies

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

  • Ownership of the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of Seller Credit Acceptance is the sole owner of the membership interests of the Seller, all of which are fully paid and nonassessable and owned of record, free and clear of all mortgages, assignments, pledges, security interests, warrants, options and rights to purchase.

  • Ownership of the Property (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for federal, state and local income tax and all other purposes (A) this Lease will be treated as a financing arrangement, (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of property like such Property for such tax purposes. Nevertheless, Lessee acknowledges and agrees that none of the Participants has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's obligations for the repayment of the above-described loans, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on Lessee's right, title and interest in the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by Lessor or any of its agents of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of Lessee shall be deemed to have been given for the purpose of perfecting such security interest under applicable law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied

  • Ownership of the Borrower Except as set forth in the Partnership Agreement of the Borrower, the Borrower has no obligation to any Person to purchase, repurchase or issue any ownership interest in it.

  • Ownership of Merger Sub; No Prior Activities (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. (b) Except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement, Merger Sub has not and will not prior to the Closing Date have incurred, directly or indirectly, through any Subsidiary or affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company.

  • Ownership of the Obligors An Obligor (other than the Company) is not or ceases to be a Subsidiary of the Company.

  • Ownership of Acquired Property Except to the extent that a specific provision of this contract states to the contrary, the State shall own all intellectual property acquired or developed under this contract and all equipment purchased by the Engineer or its subcontractors under this contract. All intellectual property and equipment owned by the State shall be delivered to the State when the contract terminates, or when it is no longer needed for work performed under this contract, whichever occurs first.

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