Ownership of the Shares, Subsidiaries Sample Clauses

Ownership of the Shares, Subsidiaries. The authorized capital stock for each Interlink Co. consists solely of 500 shares of common stock, no par value per share. Schedule 3.2 hereto contains a complete and correct list as the date hereof of the name of all shareholders of each Interlink Co. and the number of issued and outstanding shares of capital stock of either Interlink Co. owned of record by each shareholder. All such shares of capital stock of the Interlink Cos. reflected on such schedule are validly issued, fully paid and non-assessable, and are free and clear of any liens, restrictions, claims, equities, charges, options, rights of first refusal, or encumbrances, with no defects of title whatsoever. Other than the shareholders shown on Schedule 3.2, no other person or entity owns any shares of capital stock of either Interlink Co. or any rights to the revenues (except for commissions due in the ordinary course of business) or profits thereof. Except as set forth on Schedule 3.2, there are no outstanding rights, subscriptions, options, warrants, calls, commitments or agreements relating to any capital stock or other security of either Interlink Co., and there is no authorized or outstanding instrument or security of any kind convertible into or exchangeable for any such capital stock or other security. There are no restrictions on the transfer pertaining to the capital stock of either Interlink Co. or the ownership thereof other than those imposed by securities laws or the Georgia Code. Neither of the Interlink Cos. has any subsidiaries or holds any stock or equity interests in any other corporation, partnership, limited liability company or other entity. The Shareholder does not hold any equity interests in any privately-held entity in the telecommunications business other than Stratacom, Inc.
Sample 1
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Ownership of the Shares, Subsidiaries. The authorized capital stock for each Interlink Co. consists solely of 500 shares of common stock, no par value per share. SCHEDULE 3.2 hereto contains a complete and correct list as the date hereof of the name of all shareholders of each Interlink Co. and the number of issued and outstanding shares of capital stock of either Interlink Co. owned of record by each shareholder. All such shares of capital stock of the Interlink Cos. reflected on such schedule are validly issued, fully paid and non-assessable, and are free and clear of any liens, restrictions, claims, equities, charges, options, rights of first refusal, or encumbrances, with no defects of title whatsoever. Other than the shareholders shown on SCHEDULE 3.2, no other person or entity owns any shares of capital stock of either Interlink Co. or any rights to the revenues (except for commissions due in the ordinary course of business) or profits thereof. Except as set forth on SCHEDULE 3.2, there are no outstanding rights, subscriptions, options, warrants, calls, commitments or agreements relating to any capital stock or other security of either Interlink Co., and there is no authorized or outstanding instrument or security of any kind convertible into or exchangeable for any such capital stock or other security. There are no restrictions on the transfer pertaining to the capital stock of either Interlink Co. or the ownership thereof other than those imposed by securities laws or the Georgia Code. Neither of the Interlink Cos. has any subsidiaries or holds any stock or equity interests in any other corporation, partnership, limited liability company or other entity. The Shareholder does not hold any equity interests in any privately-held entity in the telecommunications business other than Stratacom, Inc.
Sample 1

Related to Ownership of the Shares, Subsidiaries

  • Ownership of the Subsidiaries The Partnership directly or indirectly owns the partnership interests, membership interests and capital stock, as applicable, in the Subsidiaries as described in the Pricing Disclosure Package and in the Prospectus, in each case free and clear of all Liens, except as may arise under the Credit Agreement or as described in the Pricing Disclosure Package and the Prospectus.

  • Ownership of the Shares Seller is the owner, beneficially and of record, of the Shares being transferred pursuant to this Agreement free and clear of all liens, charges, claims, encumbrances, security interests, equities, restrictions on transfer or other defects in title of any kind or description.

  • 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 Subsidiaries The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a wholly owned Subsidiary.

  • Ownership of the Operating Subsidiaries Except as described in the Disclosure Package and the Final Prospectus, the Partnership indirectly owns the respective percentages of the outstanding capital stock, membership interests or partnership interests, as the case may be, of each of the Operating Subsidiaries set forth on Schedule II; all such capital stock, membership interests and partnership interests have been duly authorized and validly issued in accordance with the certificate of incorporation and bylaws, in the case of a corporation, certificate of formation and limited liability company agreement, in the case of a limited liability company, certificate of limited partnership and limited partnership agreement, in the case of a limited partnership, or partnership agreement, in the case of a general partnership, of each Operating Subsidiary (collectively, the “Operating Subsidiaries Operative Documents”) and (other than the general partnership interest in Xxxxxxx Pipeline Company, a Michigan general partnership (“Xxxxxxx Pipeline”)) are fully paid (to the extent required in the applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act or Sections 17-303, 17-607 and 17-804 of the Delaware LP Act, as the case may be, or any corollary provision of any other applicable state of organization’s statutes); and, in the case of a limited liability company, each of the owners of such membership interest is not required to make any further payments for its purchase of such membership interest, will not be required to make any contributions to an Operating Subsidiary solely by reason of its ownership of such membership interest or its status as a member of such Operating Subsidiary, and have no personal liability for the debts, obligations, and liabilities of such Operating Subsidiary, whether arising in contract, tort or otherwise, solely by reason of being a member of such Operating Subsidiary, except in each case as provided in the applicable Operating Subsidiaries Operative Documents and except for its obligation to repay any funds wrongfully distributed to it as provided in Sections 18-607 and 18-804 of the Delaware LLC Act. The owners of the Operating Subsidiaries own all such capital stock, membership interests and partnership interests listed on Schedule II free and clear of all Liens (except (i) restrictions on transferability as set forth in the Operating Subsidiaries Operative Documents or described in the Disclosure Package and Final Prospectus and (ii) Liens created pursuant to the Credit Agreement).

  • Ownership of the Borrower One hundred percent (100%) of the outstanding equity interests of the Borrower is and will be directly owned (both beneficially and of record) by the Equityholder. All such equity interests are and will be validly issued, and there are no options, warrants or other rights to acquire shares or other equity rights in the Borrower.

  • Ownership of the Sponsor Units The Company owns, directly or indirectly, 11,645,659 Common Units (the “Sponsor Units”); the Sponsor Units are owned free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package and the Prospectus or arising under the Holdco Credit Agreement or the TRI Credit Agreement). For purposes hereof, “Common Units” shall mean common units representing limited partner interests in the Partnership.

  • Ownership of Equity Interests Issue, sell, transfer, pledge or otherwise dispose of any partnership interests, shares of capital stock or other equity or ownership interests ("Equity Interests") in any member of the Consolidated Group, except (i) issuance, sale or transfer of Equity Interests to a Credit Party by a Subsidiary of such Credit Party, (ii) in connection with a transaction permitted by Section 8.4, and (iii) as needed to qualify directors under applicable law.

  • Organization and Ownership of Shares of Subsidiaries (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.

  • Organization and Ownership of Shares of Subsidiaries; Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.

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