Subsidiaries, Affiliates, etc Sample Clauses

Subsidiaries, Affiliates, etc. The Company does not own any shares of stock or other security of any corporation or any equity interest in a partnership, joint venture or other business entity, and the Company does not control any other corporation, partnership, joint venture or other business entity by means of ownership, management contract or otherwise.
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Subsidiaries, Affiliates, etc. All subsidiaries of TARGET and their subsidiaries (hereinafter referred to individually as “Subsidiary” and collectively as “Subsidiaries”) are listed on Schedule 2.3 previously delivered to AHI and ACQUISITION by TARGET. TARGET owns 100% of the outstanding common stock of Superior Bank (sometimes herein referred to as the “Bank Subsidiary”), which is a federal stock savings bank duly organized and validly existing under the Laws of the United States and applicable regulations. Each other subsidiary identified on Schedule 2.3 is owned 100% by its parent as indicated thereon, except with respect to certain REIT preferred stock redeemable at the price and in the manner set forth in Schedule 2.3. Except with respect to the Subsidiaries so listed and as disclosed on Schedule 2.3, neither TARGET nor any Subsidiary owns any material amount of any shares of stock of any corporation or material amount of any equity interest in a partnership, joint venture or other business entity, and neither TARGET nor any of the Subsidiaries controls any other corporation, partnership, joint venture or other business entity by means of ownership, management contract or otherwise. Each of the Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction set forth opposite its name in Schedule 2.3. Each Subsidiary has full corporate power and authority to carry on its business as it is now being conducted and to own or lease the property and assets it now owns or holds under lease; and is duly qualified or licensed to do business and is in good standing in every other state of the United States or other jurisdictions where the character of its business or the nature of its properties make such qualification or licensing necessary except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on TARGET. Except as listed on Schedule 2.3, none of the Subsidiaries has outstanding, or is bound by, any subscriptions, options, warrants, calls, commitments, rights, “phantom” stock rights, stock-based performance units, Contract, arrangements or undertaking of any kind or agreements to issue any shares of its capital stock or any other securities or indebtedness having the right to vote on any matters on which holders of Subsidiaries common stock may vote, including any right of conversion or exchange under any outstanding...
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Subsidiaries, Affiliates, etc. There are no subsidiaries or ----------------------------- affiliates of CENTURY, except for Century Property and Casualty Insurance Company, of which CENTURY presently owns all of the 500,000 shares outstanding.
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Subsidiaries, Affiliates, etc. GIC does not own any shares of stock or other security of any corporation or any equity interest in a partnership, joint venture or other business entity, and GIC does not control any other corporation, partnership, joint venture or other business entity by means of ownership, management contract or otherwise.
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Subsidiaries, Affiliates, etc. (a) (i) Subsidiaries of the Company principally affecting the financial statements of the Group as at 31 December 2002 Name Jurisdiction of Incorporation Percentage Equity Held SPIRENT COMMUNICATIONS (SCOTLAND) LIMITED UK 100 SPIRENT COMMUNICATIONS INC. USA 000 XXXXXXX XXXXXXXXXXXXXX XX XXXXXX XXXXXXX Xxxxxx 100 SPIRENT COMMUNICATIONS (SW) LIMITED UK 100 CAW NETWORKS, INC. USA 100 SPIRENT FEDERAL INC USA 100 OPTICAL NETWORK TESTING INC. USA 84 SPIRENT COMMUNICATIONS GSS, INC. USA 100 SPIRENT COMMUNICATIONS OF ROCKVILLE, INC. USA 100 SPIRENT COMMUNICATIONS LIMITED UK 000 XXXXXXXXXX XXXXX (XXX) XXX Xxxxx Xxxxxx 90 HELLERMANN TYTON S.A. France 100 HELLERMANN TYTON GMBH Austria 100 HELLERMANN TYTON SRL Xxxxxxxxx 000 XXXXXXXXXXXXXXX XXXX Xxxxxxx 100 HELLERMANN TYTON LTDA Brazil 100 HELLERMANN TYTON PTE LTD Singapore 75 HELLERMANN TYTON DATA LIMITED UK 90 ON-SITE LTD UK 90 HELLERMANNTYTON CORPORATION USA 00 XXXXXXXXXX XXXXX XX Sweden 000 XXXXXXXXXX XXXXX (XXXXXX) Norway 000 XXXXXXXXXX XXXXX XXX Xxxxx 000 XXXXXXXXXX XXXXX (XXXXX) Spain 000 XXXXXXXXXX XXXXX XXXXXX INCORPORATED Canada 00 XXXXXXXXXX XXXXX (XXXXXXXXX) Australia 000 XXXXXXXXXX XXXXX (XXXXX) China 75.01 PG INTERNATIONAL PLC UK 100 PG DRIVES TECHNOLOGY INC. USA 000 XXXXXXX XXXXXXX XXX XxXXX INC. USA 100 SPIRENT SYSTEMS WICHITA INC. USA 100 WPDS SOFTWARE LTD UK 100 THE FLIGHT DATA COMPANY LTD UK 100 SPIRENT SYSTEMS (OTTAWA) LTD Canada 100 PG INTERNATIONAL PLC USA 100 SPIRENT BV Netherlands 100 SPIRENT GMBH Germany 100 SPIRENT HOLDINGS CORPORATION USA 100 SPIRENT INTERNATIONAL INC. USA 100 SPIRENT INC. USA 100 SPIRENT PLC UK 100 NETCOM SYSTEMS HOLDING CORPORATION USA 100 SPIRENT FINANCING CORPORATION USA 100 SPIRENT OVERSEAS LIMITED UK 100 REORG COMPANY 1, INC. USA 100 REORG COMPANY 2, INC. USA 100 (a) (ii) Material Subsidiaries of the Company Name Jurisdiction of Incorporation Percentage Equity Held SPIRENT COMMUNICATIONS OF ROCKVILLE., INC. USA 100 SPIRENT COMMUNICATIONS INC. USA 100 HELLERMANNTYTON GMBH Germany 100 PG INTERNATIONAL PLC UK 100 HELLLERMANNTYTON CORPORATION USA 97 HELLERMANNTYTON DATA LIMITED UK 90 PG DRIVES TECHNOLOGY, INC. USA 000 XXXXXXX XXXXXXXXXXXXXX XX XXXXXX XXXXXXX Xxxxxx 000 XXXXXXXXXX XXXXX XXXXXX INCORPORATED Canada 97 SPIRENT COMMUNICATIONS LIMITED UK 100 SPIRENT COMMUNICATIONS (SCOTLAND) LIMITED USA 100 SPIRENT HOLDINGS CORPORATION USA 100 SPIRENT INTERNATIONAL INC. USA 100 CAW NETWORKS, INC. USA 100 SPIRENT PLC UK 100 As at the end of the Accounting Period ending on December...
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Subsidiaries, Affiliates, etc. Except for inventory or investment accounts held or maintained in the usual and ordinary course of business, and except as otherwise disclosed on Schedule 2.8 and Schedule 2.30 (which includes a description of the Company's portfolio of investments), the Company does not own any shares of stock or other security of any corporation or any equity interest in a partnership, joint venture or other business entity, and the Company does not control any other corporation, partnership, joint venture or other business entity by means of ownership, management contract or otherwise.
Sample 1

Related to Subsidiaries, Affiliates, etc

  • Subsidiaries, Etc (a) Set forth in Part A of Schedule III hereto is a complete and correct list, as of the date hereof, of all of the Subsidiaries of the Company, together with, for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding ownership interests in such Subsidiary and (iii) the nature of the ownership interests held by each such Person and the percentage of ownership of such Subsidiary represented by such ownership interests. Except as disclosed in Part A of Schedule III hereto, (x) each of the Company and its Subsidiaries owns, free and clear of Liens (other than Liens created pursuant to the Security Documents), and has the unencumbered right to vote, all outstanding ownership interests in each Person shown to be held by it in Part A of Schedule III hereto, (y) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (z) there are no outstanding Equity Rights with respect to such Person.

  • Subsidiaries; Affiliates; Capitalization; Solvency (a) Each Borrower and Guarantor does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate.

  • Subsidiaries and Affiliates of Borrower To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates.

  • Affiliates etc The Depositary reserves the right to utilize and retain a division or Affiliate(s) of the Depositary to direct, manage and/or execute any public and/or private sale of Shares, rights, securities, property or other entitlements hereunder and to engage in the conversion of Foreign Currency hereunder. It is anticipated that such division and/or Affiliate(s) will charge the Depositary a fee and/or commission in connection with each such transaction, and seek reimbursement of its costs and expenses related thereto. Such fees/commissions, costs and expenses, shall be deducted from amounts distributed hereunder and shall not be deemed to be fees of the Depositary under Article (9) of the Receipt or otherwise. Persons are advised that in converting foreign currency into U.S. dollars the Depositary may utilize Deutsche Bank AG or its affiliates (collectively, “DBAG”) to effect such conversion by seeking to enter into a foreign exchange (“FX”) transaction with DBAG. When converting currency, the Depositary is not acting as a fiduciary for the holders or beneficial owners of depositary receipts or any other person. Moreover, in executing FX transactions, DBAG will be acting in a principal capacity, and not as agent, fiduciary or broker, and may hold positions for its own account that are the same, similar, different or opposite to the positions of its customers, including the Depositary. When the Depositary seeks to execute an FX transaction to accomplish such conversion, customers should be aware that DBAG is a global dealer in FX for a full range of FX products and, as a result, the rate obtained in connection with any requested foreign currency conversion may be impacted by DBAG executing FX transactions for its own account or with another customer. In addition, in order to source liquidity for any FX transaction relating to any foreign currency conversion, DBAG may internally share economic terms relating to the relevant FX transaction with persons acting in a sales or trading capacity for DBAG or one of its agents. DBAG may charge fees and/or commissions to the Depositary or add a xxxx-up in connection with such conversions, which are reflected in the rate at which the foreign currency will be converted into U.S. dollars. The Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs.

  • Affiliates and Subsidiaries Borrower's affiliates and subsidiaries (those entities in which Borrower has either a controlling interest or at least a 25% ownership interest) and their addresses, and the names of Borrower's principal shareholders, are as provided on a schedule delivered to Bank on or before the date of this Agreement.

  • Ventures, Subsidiaries and Affiliates; Outstanding Stock Except as set forth in Schedule 3.19, as of the Closing Date, no Credit Party and no Subsidiary of any Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrower and Subsidiaries of the Borrower, those in favor of Administrative Agent, for the benefit of the Secured Parties. All such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party (other than Holdings), each Subsidiary of each Credit Party and, as of the Closing Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19 (as supplemented from time to time), there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 (as supplemented from time to time) is a true and complete organizational chart of Holdings and all of its Subsidiaries as of the Closing Date, which the Credit Parties shall update as necessary to reflect any changes thereto by notice to Administrative Agent promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any Subsidiary.

  • Subsidiaries; Joint Ventures Schedule 4.12 contains a complete and accurate list of (a) all Subsidiaries of the Borrower, including, with respect to each Subsidiary, (i) its state of incorporation, (ii) all jurisdictions (if any) in which it is qualified as a foreign corporation, foreign limited liability company or foreign limited partnership, as applicable, (iii) the number of shares of its Capital Stock outstanding, (iv) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary and (v) whether such Subsidiary is a Guarantor or an Unrestricted Subsidiary (and, if it is an Unrestricted Subsidiary, whether it is a Financial Services Subsidiary), and (b) each Joint Venture, including, with respect to each such Joint Venture, (i) its jurisdiction of organization, (ii) all other jurisdictions in which it is qualified as a foreign entity and (iii) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary. All the outstanding shares of Capital Stock of each Subsidiary of the Borrower are validly issued, fully paid and nonassessable, except as otherwise provided by state wage claim laws of general applicability. All of the outstanding shares of Capital Stock of each Subsidiary owned by the Borrower or another Subsidiary as specified in Schedule 4.12 are owned free and clear of all Liens, security interests, equity or other beneficial interests, charges and encumbrances of any kind whatsoever, except for Permitted Liens. Neither the Borrower nor any other Loan Party owns of record or beneficially any shares of the Capital Stock or other equity interests of any Subsidiary that is not a Guarantor, except Unrestricted Subsidiaries.

  • Subsidiaries and Affiliates The Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the Trust to the extent required pursuant to the 1940 Act and rules thereunder.

  • Use of Subsidiaries and Affiliates Each Sub-Adviser may perform any or all of the services contemplated hereunder, including but not limited to providing investment advice to the Trust pursuant to paragraph 2(a) above and placing orders for the purchase and sale of portfolio securities or other investments for the Trust pursuant to paragraph 2(b) above, directly or through such of its subsidiaries or other affiliates, including each of the other Sub-Advisers, as such Sub-Adviser shall determine; provided, however, that performance of such services through such subsidiaries or other affiliates shall have been approved, when required by the 1940 Act, by (i) a vote of a majority of the independent Trustees who are not parties to this Contract or "interested persons" (as defined in the 0000 Xxx) of a party to this Contract, other than as Board members ("Independent Trustees"), cast in person at a meeting called for the purpose of voting on such approval, and/or (ii) a vote of a majority of that Trust's outstanding voting securities.

  • Subsidiaries and Joint Ventures Create, acquire or otherwise suffer to exist, or permit any Subsidiary of such Borrower to create, acquire or otherwise suffer to exist, any Subsidiary or joint venture arrangement not in existence as of the date hereof, except in connection with a Permitted Acquisition.

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