Significant Subsidiaries. Section 4.03(c) of the Constellation Disclosure Letter sets forth as of December 31, 2015 each of Constellation’s Significant Subsidiaries and the ownership interest of Constellation in each such Subsidiary. Each of Constellation’s Significant Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation. Each of Constellation’s Significant Subsidiaries is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or assets or its conduct of business requires it to be so qualified, except where the failure to be so qualified or in good standing has not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to Constellation. As of the date of this Agreement, Constellation owns, directly or indirectly, its outstanding equity securities of each of its Significant Subsidiaries set forth in Section 4.03(c) of the Constellation Disclosure Letter free and clear of any Liens other than Permitted Liens, and there are no contracts, commitments, understandings, or arrangements relating to its rights to vote or to dispose of such securities. The outstanding equity securities of each of Constellation’s Significant Subsidiaries have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights).
Appears in 3 contracts
Samples: Agreement and Plans of Merger (Colony Capital, Inc.), Agreement and Plans of Merger (Northstar Realty Finance Corp.), Agreement and Plans of Merger (Barrack Thomas Jr)
Significant Subsidiaries. Section 4.03(c4.01(c) of the Constellation Polaris Disclosure Letter sets forth as of December 31, 2015 each of Constellation’s Polaris’ Significant Subsidiaries and the ownership interest of Constellation Polaris in each such Subsidiary. Each of Constellation’s Polaris’ Significant Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation. Each of Constellation’s Polaris’ Significant Subsidiaries is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or assets or its conduct of business requires it to be so qualified, except where the failure to be so qualified or in good standing has not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to ConstellationPolaris. As of the date of this Agreement, Constellation Polaris, owns, directly or indirectly, its outstanding equity securities of each of its Significant Subsidiaries set forth in Section 4.03(c4.01(c) of the Constellation Polaris Disclosure Letter free and clear of any Liens other than Permitted Liens, and there are no contracts, commitments, understandings, or arrangements relating to its rights to vote or to dispose of such securities. The outstanding equity securities of each of Constellation’s Polaris’ Significant Subsidiaries have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights).
Appears in 3 contracts
Samples: Agreement and Plans of Merger (Colony Capital, Inc.), Agreement and Plans of Merger (Northstar Realty Finance Corp.), Agreement and Plans of Merger (Barrack Thomas Jr)
Significant Subsidiaries. Section 4.03(c4.02(c) of the Constellation Sirius Disclosure Letter sets forth as of December 31, 2015 each of Constellation’s Sirius’ Significant Subsidiaries and the ownership interest of Constellation Sirius in each such Subsidiary. Each of Constellation’s Sirius’ Significant Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation. Each of Constellation’s Sirius’ Significant Subsidiaries is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or assets or its conduct of business requires it to be so qualified, except where the failure to be so qualified or in good standing has not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to ConstellationSirius. As of the date of this Agreement, Constellation Sirius owns, directly or indirectly, its outstanding equity securities of each of its Significant Subsidiaries set forth in Section 4.03(c4.02(c) of the Constellation Sirius Disclosure Letter free and clear of any Liens other than Permitted Liens, and there are no contracts, commitments, understandings, or arrangements relating to its rights to vote or to dispose of such securities. The outstanding equity securities of each of Constellation’s Sirius’ Significant Subsidiaries have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights).
Appears in 3 contracts
Samples: Agreement and Plans of Merger (Northstar Realty Finance Corp.), Agreement and Plans of Merger (Colony Capital, Inc.), Agreement and Plans of Merger (Barrack Thomas Jr)
Significant Subsidiaries. Section 4.03(c4.01(c) of the Constellation Nova I Disclosure Letter sets forth as of December 31, 2015 the date hereof each of ConstellationNova I’s Significant Subsidiaries and the ownership interest of Constellation Nova I in each such Significant Subsidiary. Each of ConstellationNova I’s Significant Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation. Each of ConstellationNova I’s Significant Subsidiaries is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or assets or its conduct of business requires it to be so qualified, except where the failure to be so qualified or in good standing has not resulted in or in, and would not reasonably be expected to result in in, a Nova I Material Adverse Effect with respect to ConstellationEffect. As of the date of this Agreement, Constellation Nova I owns, directly or indirectly, its outstanding equity securities of each of its Significant Subsidiaries set forth in Section 4.03(c4.01(c) of the Constellation Nova I Disclosure Letter free and clear of any Liens other than Permitted Liens, and there are no contracts, commitments, understandings, or arrangements relating to its rights to vote or to dispose of such securities. The outstanding equity securities of each of ConstellationNova I’s Significant Subsidiaries have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights).
Appears in 3 contracts
Samples: Limited Liability Company Agreement (NorthStar Real Estate Income II, Inc.), Limited Liability Company Agreement (Colony NorthStar, Inc.), Limited Liability Company Agreement (NorthStar Real Estate Income II, Inc.)
Significant Subsidiaries. Section 4.03(c4.02(c) of the Constellation Nova II Disclosure Letter sets forth as of December 31, 2015 the date hereof each of ConstellationNova II’s Significant Subsidiaries and the ownership interest of Constellation Nova II in each such Significant Subsidiary. Each of ConstellationNova II’s Significant Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation. Each of ConstellationNova II’s Significant Subsidiaries is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or assets or its conduct of business requires it to be so qualified, except where the failure to be so qualified or in good standing has not resulted in or in, and would not reasonably be expected to result in in, a Nova II Material Adverse Effect with respect to ConstellationEffect. As of the date of this Agreement, Constellation Nova II owns, directly or indirectly, its outstanding equity securities of each of its Significant Subsidiaries set forth in Section 4.03(c4.02(c) of the Constellation Nova II Disclosure Letter free and clear of any Liens other than Permitted Liens, and there are no contracts, commitments, understandings, or arrangements relating to its rights to vote or to dispose of such securities. The outstanding equity securities of each of ConstellationNova II’s Significant Subsidiaries have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights).
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Colony NorthStar, Inc.), Limited Liability Company Agreement (NorthStar Real Estate Income II, Inc.)