Subsidiaries and Affiliated Entities Sample Clauses

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) hereto, and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a) hereto. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus, Prospectus Supplement and SEC Reports; all of the equity interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid and non-assessable and, are free and clear of all liens, encumbrances, equities or claims; all of the equity interests in each Affiliated Entity have been duly and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents and non-assessable and are owned directly as described in the Prospectus, Prospectus Supplement and SEC Reports, free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of pre-emptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries and Affiliated Entities comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries and Affiliated Entities, the Company has no direct or indirect Subsidiaries..

Subsidiaries and Affiliated Entities. Employee acknowledges and agrees that Employer has or may have various subsidiaries and affiliated entities. In rendering services to Employer, Employee will have considerable contact with such subsidiaries and affiliates. Therefore, Employee agrees that all provisions of paragraphs 7, 8, 9 and 10 shall apply to all such subsidiaries and affiliates.

Subsidiaries and Affiliated Entities. The Company has no direct or indirect Subsidiaries or Affiliated Entities other than as specified in the SEC Reports (as defined below).

Subsidiaries and Affiliated Entities. (a) Attached as Exhibit 3.3 to the MedPartners Disclosure Schedule is a list of all subsidiaries of MedPartners (individually, a "MedPartners Subsidiary", and collectively, the "MedPartners Subsidiaries") and their states of incorporation and all professional corporations or professional associations (the "MedPartners Professional Corporations") of which MedPartners has control and with which it is affiliated and their states of incorporation. As used herein, a MedPartners Professional Corporation shall not include a professional corporation with which MedPartners has a service or management agreement and which is owned by individual physician-shareholders, the majority of whom do not have any financial or other relationship individually with MedPartners. Except as set forth in Exhibit 3.3 to A-9 10 the MedPartners Disclosure Schedule, MedPartners does not control, directly or indirectly, any other corporation, association, partnership or business organization. The outstanding shares of capital stock or other equity interests of each MedPartners Subsidiary have been duly authorized and are validly issued, fully paid and nonassessable. All shares of capital stock or other equity interests of each MedPartners Subsidiary owned by MedPartners or any of its subsidiaries are owned by MedPartners, either directly or indirectly, free and clear of all liens, encumbrances, equities or claims. (b) Also disclosed in Exhibit 3.3 to the MedPartners Disclosure Schedule is a list of all general or limited partnerships in which a general partner is MedPartners, a MedPartners Subsidiary or another partnership controlled by MedPartners (individually, a "MedPartners Partnership" and collectively, the "MedPartners Partnerships"), and all limited liability companies in which MedPartners or a MedPartners Subsidiary is a member or manager (individually, a "MedPartners LLC"; the MedPartners Professional Corporations and the MedPartners LLCs being collectively called the "Other MedPartners Entities"), and their states of organization. All interests of each Other MedPartners Entity owned by MedPartners or any of its subsidiaries are owned by MedPartners, either directly or indirectly, free and clear of all liens, encumbrances, equities or claims. (c) Except as set forth in Exhibit 3.3 to the MedPartners Disclosure Schedule, neither MedPartners nor any MedPartners Subsidiary, MedPartners Partnership or Other MedPartners Entity controls, directly or indirectly, any other joint venture...

Subsidiaries and Affiliated Entities. (i) Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified in the Annual Report, including each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”). Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a company in good standing under the laws of the jurisdiction of its incorporation, has the company power and authority to own its property and to conduct its business as described in the Annual Report. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so in good standing would not result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, or condition (financial or otherwise) of the Company and the Subsidiaries, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”). (ii) The description of the corporate structure of the Company and each of the contracts among the Subsidiaries, the shareholders of the Affiliated Entities and the Affiliated Entities, as the case may be (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Annual Report, is true and accurate and, to the Company’s knowledge, nothing material has been omitted from such description which would make it misleading. There is no other agreement, contract or other document relating to the corporate structure or the operation of the Company together with its Subsidiaries and Affiliated Entities taken as a whole, which has not been previously disclosed in the Annual Report, expect...

Subsidiaries and Affiliated Entities. (1) Schedule 3.3 sets forth with respect to each corporation, partnership, joint venture or other business entity controlled by Carbite (hereinafter referred to collectively as the "Subsidiaries" and individually as a "Subsidiary"), (i) the name and jurisdiction of incorporation or other organization, (ii) the authorized, issued and outstanding shares of capital stock or other voting interests, (iii) the record and beneficial ownership of such outstanding shares or voting interests, and (iv) each jurisdiction in which it is duly qualified or licensed to do business and is in good standing as a foreign corporation, and, with respect to each other corporation, partnership, joint venture or other business entity of which Carbite or any Subsidiary owns, in the aggregate, five percent or more of the outstanding shares of any class or other interests, the information described in the foregoing clauses (i) and (ii) and the percentage of record and beneficial ownership of each class of outstanding shares or other interests owned by Carbite and each Subsidiary. As used herein "control" shall mean (i) the ownership of 50 percent or more of the voting securities or other voting interests of such corporation, partnership, joint venture or other business entity or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, partnership, joint venture or other business entity, whether through the ownership of voting shares, by contract or otherwise. Schedule 3.3 lists the charter documents of each Subsidiary, including the Articles of Incorporation and Bylaws (or other constituent instruments), as amended, of each Subsidiary. There are no other amendments thereto. The same, as amended, are in full force and effect. The minute books of each Subsidiary accurately reflect all transactions from inception of each Subsidiary through the date of this Agreement passed upon by the Board of Directors (or similar governing bodies), any committee thereof, or shareholders or other equity owners of such Subsidiary.

Subsidiaries and Affiliated Entities. 22 5.5 Organization, Existence and Good Standing of MedPartners Subsidiaries and Other MedPartners Entities.............................................................23 5.6

Subsidiaries and Affiliated Entities. 14 5.5 Organization, Existence and Good Standing of MedPartners Subsidiaries and Other MedPartners Entities 15 5.6 Foreign Qualifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 5.7 Subsidiary Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 5.8

Subsidiaries and Affiliated Entities. A-14 4.5 Organization, Existence and Good Standing of MedPartners Subsidiaries and MedPartners Professional Corporations...... A-15 4.6

Subsidiaries and Affiliated Entities. Except as set forth in Section 2.5 of the Disclosure Schedule, there are no subsidiaries or Affiliated Entities of the Company.