Purchased Entities. Except as disclosed in Schedule 4.01(c), neither Parent nor any Seller owns any stock or has any other equity interest in, or controls, directly or indirectly, any corporation, association, partnership, joint venture or other entity engaged directly or indirectly in the Business (other than the Purchased Entities, the Sellers and the Excluded Joint Ventures). None of Parent, any Seller, any of their respective Affiliates or any Purchased Entity (other than the Joint Ventures) is a party to any joint venture, partnership, cooperation or other similar agreement or arrangement relating to the Business except as disclosed in Schedule 4.01(c). Each Purchased Entity is a corporation duly organized, validly existing and, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, as shown in Schedule 4.01(c). Each Purchased Entity has the corporate power and authority to own, lease and operate its assets and conduct the Business, and each Purchased Entity (other than the Joint Ventures) is duly qualified or licensed to do business in each of the jurisdictions listed opposite such Purchased Entity's name in Schedule 4.01(c), which are all the jurisdictions in which the nature of the activities conducted or the character of the assets owned, used or held for use by such Purchased Entity require such qualification or licensing and the failure to be so qualified or licensed would adversely affect in any material respect the continuing conduct of the Business by such Purchased Entity as heretofore conducted, the value of the Acquired Assets or the amount of the Assumed Liabilities. The authorized capital stock of each Purchased Entity and the Shares are set forth in Schedule 4.01(c). The Shares are duly authorized, validly issued, fully paid and, to the extent applicable, nonassessable, were not issued in violation of any preemptive or other right of any Person to acquire securities of any Purchased Entity and, except as disclosed in Schedule 4.01(c), includes in the aggregate all the capital stock of the Purchased Entities. Except as disclosed in Schedule 4.01(c), there is no outstanding option, convertible security, preemptive right, warrant, call or agreement (other than this Agreement) relating to any of the Shares or which may require the issuance of shares or other securities of any of the Purchased Entities. TransferCo is a newly formed Delaware corporation that, other than the transfer of assets to TransferCo in connectio...
Purchased Entities. All of the Direct Purchased Entity Shares and the outstanding equity interests of the other Purchased Entities have been (or, in the case of Direct Purchased Entity Shares or outstanding equity interests of Direct Purchased Entities or Purchased Entities that have not been formed as of the date of this Agreement, will be as of the Closing) duly authorized and validly issued and are fully paid and non-assessable (in jurisdictions where such concept is applicable), and such Direct Purchased Entity Shares or other outstanding equity interests will constitute, as of the Closing, all of the issued and outstanding equity interests of the Purchased Entities. There are no outstanding options, warrants, calls, preemptive rights, “phantom” stock rights, purchase rights, subscription rights, exchange rights or other rights, convertible securities, agreements or commitments of any kind pursuant to which any of the Purchased Entities is or may become obligated to:
(a) issue, transfer, sell or otherwise dispose of any of its equity interests, or
(b) redeem, purchase or otherwise acquire any outstanding Direct Purchased Entity Shares or outstanding equity interests of any other Purchased Entity, in each case, other than as may be set forth in the Organizational Documents of such Purchased Entity that have been made available to Purchaser. The applicable Seller Entity has (or, in the case of Direct Purchased Entities that have not been formed as of the date of this Agreement, will have as of the Closing) good and valid title to the Direct Purchased Entity Shares, and a Purchased Entity has (or, in the case of Purchased Entities that have not been formed as of the date of this Agreement, will have as of the Closing) good and valid title to all of the outstanding equity interests of each of the other Purchased Entities, in each case, free and clear of any Liens (other than any restrictions under applicable securities laws). Section 3.2 of the Seller Disclosure Schedules sets forth, as of the date of this Agreement, (x) the authorized capital stock of each of the Purchased Entities that has been formed and (y) the number of shares of each class or series of capital stock of each of the Purchased Entities that has been formed that are issued and outstanding, together with the registered holder thereof. The Direct Purchased Entity Shares and the outstanding equity interests of the other Purchased Entities have not been (or, in the case of Direct Purchased Entity Shares of Dire...
Purchased Entities. (a) Section 3.04(a) of the Disclosure Schedules sets forth, with respect to each Purchased Entity, (i) the name, (ii) the jurisdiction of formation or organization, (iii) the authorized, issued and outstanding equity interests, and (iv) each owner of record of the Purchased Shares of such Purchased Entity (including the Purchased Shares). The Purchased Shares have been duly authorized and validly issued, are fully paid and non-assessable (where applicable) and have not been issued in violation of any preemptive rights, rights of first offer, rights of first refusal or similar rights, and are owned beneficially, of record and with good and valid title by the applicable Group Company set forth on Section 3.04(a) of the Disclosure Schedules, free and clear of any Encumbrances (other than Permitted Encumbrances). The Purchased Shares constitute all of the outstanding equity interests of the Purchased Entities.
(b) Section 3.04(b) of the Disclosure Schedules sets forth, with respect to each Purchased Entity, any Subsidiary or any other Person in which such Purchased Entity owns, of record or beneficially, any direct or indirect equity or similar interests or any right (contingent or otherwise) to acquire any direct or indirect equity or similar interests.
(c) No Purchased Entity is under any obligation, or is bound by any Contract pursuant to which such Purchased Entity may become obligated to, following entry of the Sale Order, (i) declare, make or pay any dividends or distributions, whether current or accumulated or due or payable or (ii) make any loan to, investment in, or capital contribution to, any Person. There are no outstanding options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise) or any other agreement or Contract to which any Purchased Entity is a party, or is otherwise subject, that requires the issuance, sale or transfer of any additional shares of capital stock or other equity securities of any Purchased Entity convertible into, exchangeable for or evidencing the right to subscribe for or purchase capital stock or other equity securities of any Purchased Entity. No Seller or any Purchased Entity is a party, or is otherwise subject, to any voting trust or other voting agreement with respect to the Purchased Shares or to any agreement or Contract relating to the issuance, sale, redemption, transfer, acquisition, disposition or registration of the Purchased Shares.
(d) Except as set forth on Sect...
Purchased Entities. 51 Section 4.26 AMRESCO Securities, Inc............................................................52
Purchased Entities. The entities identified on Schedule 2.1(a)(xix) (the "PURCHASED ENTITIES"), including, to the extent of the Sellers' interest therein, in the properties and assets (including Contract rights) owned by such Purchased Entities and in any representations and warranties for the benefit of, or any other contractual rights of, such Purchased Entities.
Purchased Entities. Any liabilities or obligations of any of the Purchased Entities arising prior to the Closing or not disclosed in Schedule 2.1(a)(xix).
Purchased Entities. Schedule 2.1(a)(xix) contains a balance sheet which accurately reflects the assets and liabilities of each of the Purchased Entities.Each of the entities in which any Purchased Entity holds an interest, directly or indirectly, is accounted for as a purchased equity investment on the balance sheet of the relevant Purchased Entity. To the extent any assets directly or indirectly owned by any Purchased Entity (or any entity in which any Purchased Entity holds an interest) are not specifically included in the Purchased Assets, 51 59 Owned Real Property, Contracts, Leased Premises and other assets referenced in Section 2.1(a), the representations and warranties set forth in this Article IV are true and accurate (or, if such entity is designated as a "Co-Investment Entities" on Schedule 2.1(a)(xix) but is not directly or indirectly controlled by any of the Sellers, to the Sellers' knowledge, true and accurate) with respect thereto as if such assets were specifically included in the Purchased Assets. Except as set forth in Schedule 2.1(a)(xix), none of the Purchased Entities has any employees, and each of the Purchased Entities has been established as a limited liability company under applicable Laws, and, to the Sellers' knowledge, no Seller or Subsidiary of any Seller (other than the Purchased Entity in question) is liable or responsible for the liabilities of any Purchased Entity.
Purchased Entities. Purchaser will use commercially reasonable best efforts to assure that any disruption to the business of the Purchased Entities is minimized in connection with due diligence efforts by Purchaser and its Affiliates and their respective representatives, and the Purchased Entities shall not be required to incur any out-of-pocket travel expenses in connection with such due diligence without Seller's prior consent. Seller shall designate one or more persons who shall be responsible for handling all due diligence access requests, and Purchaser shall use its commercially reasonable best efforts to notify Seller of the names of the persons who will be making such requests. All requests for due diligence information or access to assets or employees of the Purchased Entities by Purchaser and its Affiliates or their respective representatives shall be through Seller's designated representative or representatives. Purchaser shall notify Seller in advance of the names of any third parties (including prospective lenders and equity participants) to which Purchaser wishes to furnish any Evaluation Material involving the Purchased Entities and shall use commercially reasonable best efforts to cause any such third parties to execute a confidentiality agreement substantially in the form of the Confidentiality Agreement unless Seller waives such requirement in writing. Neither Purchaser nor its representatives shall contact Interglas, Asahi, Clarx-Xxxxxxxx Xxxh-Fab Company, or their Affiliates or any of the Purchased Entities' customers or suppliers regarding the transactions contemplated by this Agreement without the prior consent of Seller; provided, however, Seller and Purchaser shall mutually agree upon a schedule for Purchaser and its representatives to be afforded the opportunity to make such contact; and, provided further, that no meeting with the aforesaid entities shall be scheduled without the prior consent of Seller, or conducted without the presence of a representative of Seller, without the prior consent of Seller.
Purchased Entities. AMCC Deutschland GmbH, an entity formed under the laws of Germany - Applied Micro Circuits Corporation (AMCC) Vietnam, an entity formed under the laws of Vietnam - AMCC Japan Co., Ltd., an entity formed under the laws of Japan
Purchased Entities the purchase of the Assets shall include control one hundred 100% of any interest owned by Seller, or Seller's affiliates, of 314202 B.C. Ltd, Volkspharm, Volque, Xxxxx Xxxx, Pharmaroth and any other company controlled by or associated with Seller and in any way involved with the ownership, production, distribution or receipt of royalties of Sucanon® and Diab II, with the result that Seller at the conclusion of the purchase, shall have transferred to the Purchaser any and all of its interest in the corporate structure or structures that have been used to develop and bring to market the Type II diabetes treatment drug, Sucanon® or Diab II.
