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. (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.
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 APPENDIX C
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:
Purchased Entities. (a) Section 3.04(a) of the Disclosure Schedule lists, for each Purchased Entity (other than the Company, TCFL, TFBV, TGMBH and Public Finance), its name, type of entity, jurisdiction and date of its incorporation or organization, its authorized Capital Stock, the number and type of its issued and outstanding shares of Capital Stock and the current ownership of such Capital Stock. Except as disclosed in Section 3.04(a) of the Disclosure Schedule, the Company owns (or, after giving effect to the provisions of Section 5.12, will own), directly or indirectly, all of the issued and outstanding Capital Stock of each of the other Purchased Entities, free and clear of all Encumbrances, and all such Capital Stock is (or will be at Closing) duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character (including stock appreciation rights, phantom stock or similar rights) relating to the Capital Stock of the Purchased Entities or obligating the Parent, the Seller or any of its Affiliates (including the Purchased Entities) to issue or sell any shares of Capital Stock of any of the Purchased Entities. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings with respect to the voting or transfer of any of the Capital Stock of any of the Purchased Entities.
Purchased Entities. (a) All of the Purchased Entity Shares have been duly authorized and validly issued and are fully paid and non-assessable, and such Purchased Entity Shares collectively constitutes all of the issued and outstanding equity interests of the Purchased Entities. Except for the Purchased Entity Shares, there are no outstanding securities or other similar ownership interests of any class or type of or in any of the Purchased Entities. Except as set forth on Section 3.2(a) of the Seller Disclosure Schedules, there are no outstanding options, warrants, calls, purchase rights, subscription rights, exchange rights, convertible securities, stock appreciation, phantom stock, profit participation or similar rights or other rights, Contracts, agreements or commitments of any kind pursuant to which any of the Purchased Entities is or may become obligated to (i) issue, transfer, sell or otherwise dispose of any of its securities, or any securities convertible into or exercisable or exchangeable for its securities, (ii) redeem, purchase or otherwise acquire any outstanding securities of any of the Purchased Entities or (iii) make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. No Purchased Entity Shares have been issued in violation of, or subject to, any preemptive or subscription rights. The Purchased Entity Shares are not subject to any voting trust or other Contract, arrangement or commitment, including any such Contract, arrangement or commitment restricting or otherwise relating to the voting, dividend rights or disposition of the Purchased Entity Shares, other than as contemplated by this Agreement.
Purchased Entities. 11 Purchaser...............................................................
Purchased Entities. The Organizational Documents are in full force and effect. No Purchased Entity is in violation of any of the provisions of its Organizational Documents. There is no pending or, to the knowledge of Seller, threatened proceeding for the dissolution, liquidation or insolvency of any Purchased Entity.
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.
Purchased Entities. LiveOffice LLC - 100% of the equity interests of all of the entities described on Exhibit 1 to Schedule 2.7(a) of the Disclosure Letter
