Purchased Subsidiary. All outstanding capital stock and any other outstanding equity interests of Software PCTEL LLC Belgrade, a company organized under the laws of Serbia and Montenegro (the “Purchased Subsidiary”), together with any rights and options to acquire additional shares of capital stock or other equity interests of the Purchased Subsidiary and originals of the Purchased Subsidiary’s (i) corporate accounting journals and corporate books of account which comprise the Purchased Subsidiary’s permanent accounting or tax records, and (ii) minute books, seals, corporate seals, deed of incorporation, bylaws, stock transfer records and other records or minutes related to the corporate organization of the Purchased Subsidiary;
Purchased Subsidiary. Seller is aware and agrees that the Purchased Assets include 149,982 equity shares of Indian Rupees 10/- each (“Subsidiary Shares”), comprising the entire outstanding and fully paid up share capital of the Purchased Subsidiary, and that such Subsidiary Shares will be transferred, free of any and all Encumbrances, to Buyer and/or its nominees or representatives as set forth herein. The transfer of such Subsidiary Shares will be completed at such time as agreed between Seller and Buyer and the parties will endeavor to complete the same as part of the Closing. In relation to the operations of the Purchased Subsidiary and the Subsidiary Shares, Seller represents and warrants to Buyer as below, and further confirms that such representations and warranties will, as far as applicable, be deemed to be repeated by Seller at the time of completion of the transfer of the Subsidiary Shares to Buyer and/or Buyer’s nominees or representatives:
Purchased Subsidiary. The Sellers make the additional representations and warranties set forth in Exhibit 3.30 hereto with respect to the Purchased Subsidiary, which representations and warranties are incorporated by reference herein and made an integral part of this Agreement as if fully set forth herein.
Purchased Subsidiary. (a) The Purchased Subsidiary is set forth on Schedule 2.02. The Purchased Subsidiary has been duly incorporated, formed or organized and is validly existing and is in good standing under the Laws of the jurisdiction of its incorporation, formation or organization and has the power and authority to own or lease its properties and to conduct its business as it is now being conducted.
Purchased Subsidiary. (a) The Purchased Subsidiary is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. The Purchased Subsidiary is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect. Seller has heretofore delivered to Parent true and complete copies of the Articles of Organization and Bylaws of the Purchased Subsidiary, in each case, as in effect on the date hereof (together with all amendments thereto) (the “Purchased Subsidiary Articles of Organization” and “Purchased Subsidiary Bylaws”, respectively).
