Common use of Stock of Subsidiaries Clause in Contracts

Stock of Subsidiaries. (a) Schedule A to the Agreement identifies each Subsidiary of the Company and separately identifies each Subsidiary whose capital stock is directly owned by the Company (the "Directly Owned Subsidiaries"). The Company does not own, directly or indirectly, any equity interests in any other Person. (b) All of the shares of capital stock of the Directly Owned Subsidiaries, except for any directors' qualifying shares, are owned by the Company, free and clear of all Liens, and have been duly authorized, validly issued and are fully paid and nonassessable and were not issued in violation of any preemptive rights. Except for (i) any director's qualifying shares and (ii) as set forth in Section 3.2(b) of the Disclosure Schedule, all of the shares of the other Subsidiaries are owned by the Company or another Subsidiary or Subsidiaries free and clear of all Liens and have been duly authorized, validly issued and are fully paid and nonassessable and were not issued in violation of any preemptive rights except for any such Liens or where any such failures to be duly authorized, validly issued, and fully paid or nonassessable would not reasonably be expected to have a Material Adverse Effect. (c) Except as set forth in Section 3.2(c) of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the capital stock of, or other equity interest in, the Subsidiaries obligating the Company or a Subsidiary to issue, sell, transfer or otherwise dispose of or sell any shares of capital stock of, or other equity interest in, a Subsidiary. (d) Upon consummation of the Transaction, the Buyer will acquire valid title to the Shares free and clear of all Liens. Except as set forth in Section 3.2(d) of the Disclosure Schedule, there are no voting trusts, stockholder or registration rights agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of the shares of capital stock of the Subsidiaries.

Stock of Subsidiaries. (a) Schedule A B to the this Agreement identifies each entity that will be a Subsidiary of the Company and separately identifies each Subsidiary whose capital stock is directly owned by Directly Purchased Subsidiaries on the Company (Closing Date. As of the "Closing Date, the Directly Owned Subsidiaries"). The Company does Purchased Subsidiaries will not own, directly or indirectly, any equity interests in any other Person. (b) All of the shares of capital stock of the Directly Owned Purchased Subsidiaries, except for any directors' qualifying shares, are owned by the CompanyParent, or one or more of its Subsidiaries free and clear of all Liens (without regard to subsections (i) through (iv) of the proviso in the definition of "Liens"), and have been duly authorized, validly issued and are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights. Except for (i) any director's qualifying shares and (ii) except as otherwise set forth in Section 3.2(b) of the Disclosure Scheduleon Schedule B, all of the shares of capital stock of the Subsidiaries listed on Schedule B will, as of the Closing Date, be owned by one or more of the other Bison Subsidiaries are owned by the Company or another Subsidiary or Subsidiaries as set forth on Schedule B, free and clear of all Liens (without regard to subsections (i) through (iv) of the proviso in the definition of "Liens"), and said shares, together with the outstanding common stock of Textron Automotive Exteriors Inc., have been duly authorized, validly issued and are fully paid and nonassessable and were not issued in violation of any preemptive rights or similar rights, except for any such Liens or where any such failures failure to be duly authorized, validly issued, issued and fully paid or nonassessable would not not, individually or in the aggregate, be reasonably be expected likely to have a Material Adverse Effect. (c) Except as set forth in Section 3.2(c) of the Disclosure Schedule, there There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the capital stock of, or other equity interest in, the Subsidiaries any Bison Subsidiary obligating the Company Parent or a any Bison Subsidiary to issue, sell, transfer transfer, vote or otherwise dispose of or sell any shares of capital stock of, or other equity interest in, a Subsidiary. (d) Upon consummation of the Transactionany Bison Subsidiary or obligating Parent or any Bison Subsidiary to grant, the Buyer will acquire valid title to the Shares free and clear of all Liensextend or enter into any such option, warrant, convertible security or other right, agreement, arrangement or commitment. Except as set forth in Section 3.2(d) of the Disclosure Schedule, there There are no voting trusts, stockholder or registration rights agreements, proxies or other voting agreements or understandings in effect to which Parent or any of its Subsidiaries is a party or by which it or they are bound with respect to the voting or transfer of the shares of capital stock of any of the Bison Subsidiaries.

Stock of Subsidiaries. (a) Schedule A B to the this Agreement identifies each entity that will be a Subsidiary of the Company and separately identifies each Subsidiary whose capital stock is directly owned by Directly Purchased Subsidiaries on the Company (Closing Date. As of the "Closing Date, the Directly Owned Subsidiaries"). The Company does Purchased Subsidiaries will not own, directly or indirectly, any equity interests in any other Person. (b) All of the shares of capital stock of the Directly Owned Purchased Subsidiaries, except for any directors' qualifying shares, are owned by the Company, Parent or one or more of its Subsidiaries free and clear of all Liens (without regard to subsections (i) through (iv) of the proviso in the definition of "Liens"), and have been duly authorized, validly issued and are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights. Except for (i) any director's qualifying shares and (ii) except as otherwise set forth in Section 3.2(b) of the Disclosure Scheduleon Schedule B, all of the shares of capital stock of the Subsidiaries listed on Schedule B will, as of the Closing Date, be owned by one or more of the other Bison Subsidiaries are owned by the Company or another Subsidiary or Subsidiaries as set forth on Schedule B, free and clear of all Liens (without regard to subsections (i) through (iv) of the proviso in the definition of "Liens"), and said shares, together with the outstanding common stock of Textron Automotive Exteriors Inc., have been duly authorized, validly issued and are fully paid and nonassessable and were not issued in violation of any preemptive rights or similar rights, except for any such Liens or where any such failures failure to be duly authorized, validly issued, issued and fully paid or nonassessable would not not, individually or in the aggregate, be reasonably be expected likely to have a Material Adverse Effect. (c) Except as set forth in Section 3.2(c) of the Disclosure Schedule, there There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the capital stock of, or other equity interest in, the Subsidiaries any Bison Subsidiary obligating the Company Parent or a any Bison Subsidiary to issue, sell, transfer transfer, vote or otherwise dispose of or sell any shares of capital stock of, or other equity interest in, a Subsidiary. (d) Upon consummation of the Transactionany Bison Subsidiary or obligating Parent or any Bison Subsidiary to grant, the Buyer will acquire valid title to the Shares free and clear of all Liensextend or enter into any such option, warrant, convertible security or other right, agreement, arrangement or commitment. Except as set forth in Section 3.2(d) of the Disclosure Schedule, there There are no voting trusts, stockholder or registration rights agreements, proxies or other voting agreements or understandings in effect to which Parent or any of its Subsidiaries is a party or by which it or they are bound with respect to the voting or transfer of the shares of capital stock of any of the Bison Subsidiaries.