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. 3.2 Each Vendor is the sole legal and beneficial owner of the Shares set forth opposite his or her name in Schedule 1 and is entitled to transfer the full ownership of such Shares on the terms set out in this Agreement. 3.3 The Company or a Subsidiary is the sole legal and beneficial owner of the whole allotted and issued share capital of each of the Subsidiaries and all such shares are fully paid up and free from all Encumbrances. 3.4 Each Group Company is validly incorporated, in existence and duly registered under the laws of its country of incorporation. 3.5 Part 2 of Schedule 2 lists all the subsidiaries and subsidiary undertakings of the Company and sets out particulars of their allotted and issued share capital. 3.6 No right has been granted to any person to require any of the Group Companies to allot, issue, sell, transfer or convert any share capital and no Encumbrance has been created in favour of any person affecting any unissued shares or debentures or other unissued securities of any of the Group Companies. 3.7 No commitment has been given to create an Encumbrance affecting the Shares or the issued shares of the Subsidiaries (or any unissued shares or debentures or other unissued securities of any of the Group Companies) or for any of them to issue any share capital no person has claimed any rights in connection with any of those things. 3.8 None of the Group Companies: (a) holds or beneficially owns, or has agreed to acquire, any interest of any nature in any shares, debentures or other securities of any company other than the Subsidiaries; (b) is or has agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); (c) has any branch or permanent establishment outside its country of incorporation; or (d) has allotted or issued any securities that are convertible into shares. 3.9 None of the Group Companies has at any time: (a) purchased, redeemed or repaid any of its own share capital; or (b) given any financial assistance in connection with any acquisition of its share capital or the share capital of its holding company in contravention of any Law. 3.10 All dividends or distributions declared, made or paid by any of the Group Companies have been declared, made or paid in accordance with its articles of associat...
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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. 1.2 The Company is the sole legal and beneficial owner of the whole allotted and issued share capital of each of the Subsidiaries and all such shares are fully paid up. 1.3 The Shares and the issued shares of the Subsidiaries are free from all Encumbrances. 1.4 No right has been granted to any person to require the Group to issue any share capital.
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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. 2.2 All of the Shares have been properly and validly allotted and issued and are fully paid or credited as fully paid. The Company has not allotted or issued any share capital other than the shares shown in Part 1 of Schedule 1 as being issued. 2.3 The shares in the Subsidiaries specified in Part 2 of Schedule 1 comprise the whole of their respective allotted and issued share capitals. All of such shares have been properly and validly allotted and issued and are fully paid or credited as fully paid.
Sample 1
SHARES IN THE COMPANY AND THE SUBSIDIARIES. 3.1 No Group Company: 3.1.1 holds or beneficially owns, or has agreed to acquire, any securities of any corporation other than its own Subsidiaries; 3.1.2 is or has agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); 3.1.3 has any branch or permanent establishment outside its country of incorporation; or 3.1.4 has allotted or issued any securities that are convertible into shares. 3.2 No Group Company has at any time: 3.2.1 purchased, redeemed or repaid any of its own share capital; or 3.2.2 given any financial assistance in connection with any acquisition of its share capital or the share capital of its holding company as it would fall within sections 151 to 158 (inclusive) of the Companies Xxx 0000 other than for the purposes of any employees’ share scheme pursuant to section 143(4)(b) of the Companies Xxx 0000 or section 682(2)(b) of the Companies Xxx 0000. 3.3 All dividends or distributions declared, made or paid by the Group Companies have been declared, made or paid in accordance with their memorandum, articles of association, the applicable provisions of the Companies Acts, the rules of any Governmental Entity and any agreements or arrangements made with any third party regulating the payment of dividends and distributions.
Sample 1
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 Shares constitute the whole of the issued share capital of the Company, have been validly issued and allotted and are fully paid up. 2.2. ‎Part B of ‎Schedule 1 lists all of the Subsidiaries of the Company at the date of this Agreement. The share capital of each of the Target Companies is beneficially owned as set out in ‎Part B of ‎Schedule 1 and is fully paid up. 2.3. There is no Encumbrance on, over or affecting the issued shares of the Target Companies listed in ‎Part B of ‎Schedule 1, nor any agreement or commitment to create any such Encumbrance and no claim has been made that any person is entitled to any such Encumbrance. 2.4. No Target Company has exercised or proposed to exercise or claimed any lien over any of their shares. There are no obligations of the Seller to pay in additional capital or to provide any other contribution such as a contribution in kind. 2.5. No right has been granted to any person to require the Target Companies to issue any share capital and no Encumbrance has been created in favour of any person affecting any unissued shares or debentures or other unissued securities of the Target Companies.
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Related to SHARES IN THE COMPANY AND THE SUBSIDIARIES

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

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

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter 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.

  • INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP (a) The Company and the Operating Partnership, jointly and severally, shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”), from and against all losses, claims, damages, losses, joint or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) arising in the performance of their duties hereunder, including reasonable attorneys’ fees, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

  • Further Agreements of the Company and the Guarantors The Company and each of the Guarantors jointly and severally covenant and agree with each Initial Purchaser that:

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