Parent Subsidiary Securities Clause Samples
The Parent Subsidiary Securities clause defines the rules and conditions governing the issuance, ownership, or transfer of securities between a parent company and its subsidiary. Typically, this clause outlines how shares or other financial instruments may be allocated, restricted, or managed within the corporate group, and may address issues such as voting rights, dividend entitlements, or transfer limitations. Its core practical function is to ensure clear governance and control over intra-group securities transactions, thereby preventing conflicts of interest and maintaining regulatory compliance within the corporate structure.
Parent Subsidiary Securities. As of the date hereof, there are no outstanding: (i) securities of Parent or any of its Subsidiaries convertible into or exchangeable for Parent Voting Debt, capital stock, voting securities, or other ownership interests in any Subsidiary of Parent; (ii) options, warrants, or other agreements or commitments to acquire from Parent or any of its Subsidiaries, or obligations of Parent or any of its Subsidiaries to issue, any Parent Voting Debt, capital stock, voting securities, or other ownership interests in (or securities convertible into or exchangeable for capital stock, voting securities, or other ownership interests in) any Subsidiary of Parent; or (iii) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of, or other ownership interests in, any Subsidiary of Parent, in each case that have been issued by a Subsidiary of Parent (the items in clauses (i), (ii), and (iii), together with the capital stock, voting securities, or other ownership interests of such Subsidiaries, being referred to collectively as “Parent Subsidiary Securities”).
Parent Subsidiary Securities. 4.6(b) Person..................................................................1.3(c) Rabbi Trust Shares...................................................1.2(a)(i) Securities Act..........................................................1.4(d) Significant Subsidiary..................................................3.6(a) Subsidiary..............................................................3.6(a) Superior Proposal......................................................7.10(b) Surviving Corporation...................................................1.1(a) Tax Returns...............................................................3.13 Taxes.....................................................................3.13
Parent Subsidiary Securities. 5.06(b) PPEC..............................................................5.15(g) Registration Statement............................................5.09