SHARES IN THE COMPANY AND THE SUBSIDIARIES Sample Clauses

SHARES IN THE COMPANY AND THE SUBSIDIARIES. 3.1 The Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid and free from all Encumbrances.
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SHARES IN THE COMPANY AND THE SUBSIDIARIES. 1.1 The Company does not have any subsidiary undertakings other than the Subsidiaries. Listed in part 2 of schedule 1 are all the Subsidiaries of the Company at the date of this Agreement and the details therein contain the particulars of their allotted and issued share capital.
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SHARES IN THE COMPANY AND THE SUBSIDIARIES. 2.1 The Sale Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid or credited as fully paid.
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SHARES IN THE COMPANY AND THE SUBSIDIARIES. 2.1 The Company, and each of its Subsidiaries, is duly incorporated and validly existing under the laws of its jurisdiction and has full power to conduct its business as conducted at the date of this agreement.
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SHARES IN THE COMPANY AND THE SUBSIDIARIES. 2.1 The Shares are registered as set out in Part 1 of Schedule 1 and comprise the whole of the allotted and issued share capital of the Company. The Vendor is the sole legal and beneficial owner of the Shares and has the right to exercise all voting and other rights over the Shares.
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SHARES IN THE COMPANY AND THE SUBSIDIARIES. 3.1 No Group Company:
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SHARES IN THE COMPANY AND THE SUBSIDIARIES. 2.1. The Shares constitute the whole of the issued share capital of the Company, have been validly issued and allotted and are fully paid up.
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Related to SHARES IN THE COMPANY AND THE SUBSIDIARIES

  • Covenants of the Company and the Selling Shareholders (a) The Company covenants and agrees with the several Underwriters that:

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenants with each Underwriter as follows:

  • Agreements of the Company and the Guarantors The Company and the Guarantors, jointly and severally, agree with each of the Initial Purchasers as follows:

  • RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Indenture to provide for its full, unconditional and joint and several guarantee of the Securities to the extent provided in or pursuant this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

  • COVENANTS OF PARENT AND THE COMPANY The parties hereto agree that:

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Indemnification of the Company and the Guarantors Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

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