Purchased Subsidiaries. (a) Each Purchased Subsidiary is duly organized and validly existing under the laws of its jurisdiction of organization and has all organizational powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.
(b) All of the Shares are owned beneficially and of record by Seller and its Subsidiaries, free and clear of any Lien, and Seller or its Subsidiaries, as applicable, will transfer and deliver to Buyer at the Closing valid title to the Shares free and clear of any Lien. There are no outstanding (i) securities of Seller or any Subsidiary convertible into or exchangeable for shares of capital stock or voting securities of any Purchased Subsidiary or (ii) options or other rights to acquire from Seller or any Purchased Subsidiary, or other obligation of Seller or any Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Purchased Subsidiary (the items in clauses 3.06(b)(i) and 3.06(b)(ii) being referred to collectively as the “Purchased Subsidiary Securities”). There are no outstanding obligations of Seller or any Subsidiary to repurchase, redeem or otherwise acquire any outstanding Purchased Subsidiary Securities. No applicable securities law was violated in connection with the offering, sale or issuance of the Shares to Seller or any of its Subsidiaries. None of the Shares have been issued in violation of, and none are subject to, any purchase option, call, right of first refusal, preemptive, subscription, or other similar right. Neither the Seller nor any of its Subsidiaries is party to any arrangement granting to any Person any stock appreciation, phantom stock or other similar right with respect to the Shares or the Purchased Subsidiaries.
Purchased Subsidiaries. (a) Each Purchased Subsidiary is duly organized and validly existing under the Laws of its jurisdiction of organization and has all organizational powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits and approvals the absence of which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
(b) All of the Shares are owned beneficially and of record by the applicable Equity Seller or its Subsidiaries, free and clear of any Lien or restrictions on transfer other than transfer restrictions imposed thereon by Law. Except as set forth in Schedule 3.05(b)(i), none of the Shares have been issued in violation of, or are subject to, any preemptive or subscription rights. There is no existing option, warrant, call, right or agreement to which Equity Sellers or any of their Subsidiaries (including the Purchased Subsidiaries) is a party requiring, and there are no securities of Seller or any of its Subsidiaries (including the Purchased Subsidiaries) outstanding that upon conversion or exchange would require, an increase to the value of any capital stock or partnership interest of any Purchased Subsidiary, as applicable, or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase any capital stock or partnership interest of any Purchased Subsidiary. Except as set forth in Schedule 3.05(b)(ii), neither the Equity Sellers nor any of their Subsidiaries (including the Purchased Subsidiaries), is a party to any voting trust or other agreement with respect to the voting, redemption, sale, transfer or other disposition of the interests of any Purchased Subsidiary.
Purchased Subsidiaries. Section 2.1(j)
Purchased Subsidiaries. (a) The parties acknowledge that (i) a portion of the Purchased Assets are presently owned and/or held by the Purchased Subsidiaries and (ii) the outstanding Equity Interests in the Purchased Subsidiaries are included in the Purchased Assets. Sellers further acknowledge and agree that (1) Purchaser has not completed its due diligence with respect to the Purchased Assets including, without limitation, the Purchased Subsidiaries and (2) Purchaser intends, subject to Sections 8.1 and 8.5, to continue to exercise its right to make such investigations of the properties, businesses and operations of each of the Purchased Subsidiaries and to examine the books and records thereof. Subject to the completion of such due diligence and in its sole and absolute discretion, Purchaser may elect (A) not to purchase the outstanding Equity Interests in one or more of the Purchased Subsidiaries (with respect to each Purchased Subsidiary, an “Opt Out Election”), and/or (B) to purchase the portion of the Purchased Assets owned by the one or more of the Purchased Subsidiaries from such Purchased Subsidiaries (with respect to each Purchased Subsidiary, a “Subsidiary Asset Election”), each of which Opt Out Election and Subsidiary Asset Election shall be made not less than three Business Days prior to the Closing Date by written notice to Sellers setting forth its election with respect to each Purchased Subsidiary. In the event that Purchaser makes one or more Subsidiary Asset Elections, SCO Group, as the holder of all of the Equity Interests in each Purchased Subsidiary, shall cause the applicable Purchased Subsidiaries to sell, assign, transfer and convey to Purchaser the Purchased Assets owned and/or held by such Purchased Subsidiaries at Closing, subject to the terms and conditions of this Agreement. In the event that Purchaser makes an Opt Out Election with respect to one or more Purchased Subsidiaries, Sellers shall have no obligation to sell to Purchaser and Purchaser shall have no obligation to purchase the Equity Interests held by SCO Group in such Purchased Subsidiaries. The Parties hereby agree that the exercise of any Opt Out Election and/or Subsidiary Asset Election shall not result in the increase or decrease of the Purchase Price.
(b) Sellers acknowledge and agree that at the Closing, SCO Group, as the record and beneficial holder of all of the outstanding Equity Interests in the Purchased Subsidiaries, shall transfer to Purchaser all of its right, title and interes...
Purchased Subsidiaries. Notwithstanding any other provision of this Agreement, other than Sections 2.2(g), 2.2(h), 2.2(l), 2.2(m), and 2.4(b)(i), it is understood that Buyer is purchasing the Outstanding Equity Securities, and as such (a) Buyer shall not be required to purchase or assume any of the assets or liabilities of the Purchased Subsidiaries, (b) the assets and liabilities of each Purchased Subsidiary shall remain the assets and obligations of such Purchased Subsidiary, (c) the assets and liabilities of the Purchased Subsidiaries shall not be deemed to be Excluded Assets or Retained Liabilities, respectively and (d) the Purchased Subsidiary Employees on the day immediately prior to the Closing Date shall remain employees of the Purchased Subsidiaries at and immediately after the Effective Time. [***]
Purchased Subsidiaries. 13 8.3 Corporate Action; No Conflict....................................14 8.4 Financial Statements and Related Matters.........................15 8.5
Purchased Subsidiaries. 1 RCRA.........................................................21
Purchased Subsidiaries. (a) Each Purchased Subsidiary (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority to carry on its business as now conducted and to own or lease all of its properties and assets, and (iii) is duly licensed or qualified to do business as it is now being conducted in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except, in each case, where the failure to be so licensed or qualified, as the case may be, would not reasonably be expected to be material to the Acquired Pro Forma Entities, taken as a whole.
(b) Section 3.3(b) of the Disclosure Schedule sets forth a true and complete list of each Acquired Pro Forma Entity, together with its respective jurisdiction of incorporation or organization, as the case may be, and each jurisdiction in which it is qualified to do business. Subject to the Pre-Closing Restructuring, the Company owns, directly or indirectly, all of the issued and outstanding capital stock or other Equity Interests in each Acquired Pro Forma Entity. All of the outstanding Equity Interests in the Acquired Pro Forma Entities (i) have been duly authorized and validly issued and (where applicable) are fully paid and non-assessable and (ii) are free and clear of any and all Liens. There are no outstanding (x) options, warrants, or other rights to purchase from any Acquired Pro Forma Entity any other Equity Interests of any Acquired Pro Forma Entity, (y) securities convertible into or exchangeable for Equity Interests of any Acquired Pro Forma Entity, or (z) other commitments of any kind for the issuance of any other Equity Interests of any Acquired Pro Forma Entity, in each case, outstanding as of the date of this Agreement.
Purchased Subsidiaries. (a) Except for a nominal number of shares of capital stock of the Foreign Purchased Subsidiaries which, while beneficially owned directly or indirectly by Seller, are owned of record by an Affiliate of Seller due to requirements of applicable law, (i) each of the Purchased Subsidiaries is a direct or indirect, wholly-owned subsidiary of Seller, (ii) the Purchased Shares constitute all of the issued and outstanding capital stock of each Purchased Subsidiary, and (iii) there are no outstanding options, warrants, rights or agreements for the purchase or acquisition from the Purchased Subsidiaries of any shares of their capital stock.
(b) Each Purchased Subsidiary is an entity duly organized, validly existing and in good standing (to the extent the laws of such jurisdiction contemplate the concept of “good standing”) under the laws of the jurisdiction of its organization, and has the power and authority to conduct its portion of the Business as it is presently being conducted, except for such failures as would not, individually or in the aggregate, have a Material Adverse Effect.
(c) Each Purchased Subsidiary is duly qualified or licensed to do business and in good standing (to the extent the laws of such jurisdiction(s) contemplate the concept of “good standing”) in each of the jurisdictions in which such qualification is required, except for such failure as would not individually or in the aggregate, have a Material Adverse Effect.
(d) Seller has delivered to Buyer complete and correct copies of the certificate of incorporation and bylaws or other organizational documents, in each case, as amended and in effect as of the date hereof, of each Purchased Subsidiary.
Purchased Subsidiaries. Except for the stock or other proprietary interests of the subsidiaries of the Target Subsidiaries and their subsidiaries listed on Schedule 8.2 (the Target Subsidiaries together with such listed subsidiaries, the "Purchased Subsidiaries"), the Purchased Subsidiaries do not currently own any capital stock or other proprietary interest, directly or indirectly, in any corporation or other entity or interest in any joint venture. Schedule 8.2 sets forth the name and the jurisdiction of organization with respect to each Purchased Subsidiary. Each Purchased Subsidiary
(i) is a corporation or other legal entity duly organized or formed, where applicable, is in good standing and validly existing under the laws of its jurisdiction of organization; (ii) has all requisite corporate or other entity power and authority to own, lease or otherwise hold and operate its properties and assets including the Purchased Subsidiaries that are its subsidiaries and to carry on its business as now being conducted; and (iii) to the extent applicable, is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the properties owned or leased or otherwise held by it or the nature of the business conducted by it makes such qualification necessary, except in the case of this clause (iii), for any non-qualification which does not have a Material Adverse Effect (as defined below) on the Business. For purposes of this Agreement, the term "Material Adverse Effect" means any change or effect that, individually or taken together with all other related changes or effects occurring prior thereto, is or is reasonably likely to be materially adverse to (i) the business, assets, financial condition or results of operations of the Business taken as a whole; (ii) the ability of Seller to perform its obligations under this Agreement and the Related Documents or (iii) on the ability of Seller to consummate the transactions contemplated hereby. True and complete copies of the articles of incorporation and by-laws or other constituent documents of each member of the Seller Group and each Purchased Subsidiary, including in each case all amendments thereto, have been made available in all material respects to Purchaser. All the outstanding shares of the capital stock of each class of each Purchased Subsidiary have been duly authorized, validly issued and, except as set forth on Schedule 8.2, are fully paid and nonassessable and are owned...
