Common use of Subsidiaries and Equity Investments Clause in Contracts

Subsidiaries and Equity Investments. (a) Section 4.4 of the Disclosure Schedule sets forth (i) the name of each direct or indirect Subsidiary of Xxxxx Fargo; (ii) the name of each corporation, partnership, joint venture or other entity in which Xxxxx Fargo or any of its Subsidiaries has, or pursuant to any agreement has the right to acquire at any time by any means, a material equity interest or investment; (iii) in the case of each of the Subsidiaries of Xxxxx Fargo and such other entities described in the foregoing clauses (i) and (ii) that is a corporation, (A) the jurisdiction of incorporation, (B) the capitalization thereof and (C) the percentage of each class of voting stock or other equity security owned on a fully-diluted basis by Xxxxx Fargo or any of its Subsidiaries on the date hereof; and (iv) in the case of each of such unincorporated entities, the equivalent of the information provided pursuant to the preceding clause (iii) with regard to corporate entities. (b) All of the outstanding shares of capital stock of each direct or indirect Subsidiary of Xxxxx Fargo have been duly authorized and validly issued, are fully paid and non-assessable, have not been issued in violation of any preemptive rights and (except as specified in Section 4.4 of the Disclosure Schedule) are owned of record and beneficially, directly or indirectly, by Xxxxx Fargo or its Subsidiaries specified in Section 4.4 of the Disclosure Schedule, free and clear of any Liens. There is no other security outstanding that has presently, or upon the occurrence of any event would have, the right to vote with Xxxxx Fargo as the holder of the voting stock of such Subsidiaries on any matter. (c) There are no options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating any of the direct or indirect Subsidiaries of Xxxxx Fargo to issue any additional shares of capital stock of such Subsidiary or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of such capital stock. There are no outstanding rights allowing any Person to otherwise participate in the equity of any Subsidiary of Xxxxx Fargo.

Subsidiaries and Equity Investments. (a) Section 4.4 of the Disclosure Schedule 2.1.3 sets forth (i) the name of each direct corporation of which the Company directly or indirect Subsidiary indirectly owns shares of Xxxxx Fargocapital stock having in the aggregate 50% or more of the total combined voting power of the issued and outstanding shares of capital stock entitled to vote generally in the election of directors of such corporation (individually, a "Subsidiary" and collectively, the "Subsidiaries"); (ii) the name of each corporation, partnership, limited liability company, joint venture or other entity (other than the Subsidiaries) in which Xxxxx Fargo the Company or any of its Subsidiaries Subsidiary has, or pursuant to any agreement has the right to acquire at any time by any means, a material an equity interest or investment; (iii) in the case of each of the Subsidiaries of Xxxxx Fargo and such other entities corporations described in the foregoing clauses (i) and clause (ii) that is a corporation), (A) the jurisdiction of incorporation, incorporation and (B) the capitalization thereof and (C) the percentage of each class of voting stock owned by the Company or other equity security owned on a fully-diluted basis by Xxxxx Fargo or any of its Subsidiaries on the date hereofSubsidiaries; and (iv) in the case of each of such unincorporated entities, the equivalent of the information provided pursuant to the preceding clause (iii) with regard to corporate entities. (b) All of the outstanding shares of capital stock of each direct or indirect Subsidiary of Xxxxx Fargo the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, have not been issued in violation of any preemptive rights rights, and (except as specified in Section 4.4 of the Disclosure Schedule) are owned of record and beneficially, directly or indirectly, beneficially by Xxxxx Fargo or its Subsidiaries specified in Section 4.4 of the Disclosure ScheduleCompany, free and clear of any Liens. There is no other security outstanding that has presently, or upon the occurrence of any event would have, the right to vote with Xxxxx Fargo Liens (as the holder of the voting stock of such Subsidiaries on any matterhereinafter defined). (c) There are no options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating any of the direct or indirect Subsidiaries of Xxxxx Fargo Subsidiary to issue any additional shares of capital stock of such Subsidiary or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of such capital stock. There are no outstanding rights allowing any Person to otherwise participate in the equity of any Subsidiary of Xxxxx Fargo.

Subsidiaries and Equity Investments. (a) Section 4.4 3.3 of the Company Disclosure Schedule sets forth (i) the name of each direct or indirect Subsidiary corporation that is a "Significant Subsidiary" (as such term is defined in Rule 1-02 of Xxxxx Fargo; Regulation S-X of the Securities and Exchange Commission (the "Commission") (such subsidiaries hereinafter referred to collectively as "Subsidiaries" and individually as a "Subsidiary", and collectively with the Company, the "Companies")), (ii) the name of each corporation, partnership, joint venture or other entity (other than the Subsidiaries) in which Xxxxx Fargo or any of its Subsidiaries the Companies has, or pursuant to any agreement has the right or obligation to acquire at any time by any means, a material directly or indirectly, an equity interest or investment; (iii) in the case of each of the Subsidiaries of Xxxxx Fargo and such other entities corporations described in the foregoing clauses (i) and (ii) that is a corporationabove, (A) the jurisdiction of incorporation, (B) the capitalization thereof and (C) the percentage of each class of voting capital stock owned by any of the Companies, (C) a description of any contractual limitations on the holder's ability to vote or alienate such securities, (D) a description of any outstanding options or other equity security owned on rights to acquire securities of such corporation, and (E) a fully-diluted basis by Xxxxx Fargo description of any other contractual charge or impediment which would materially limit or impair any of the Companies' ownership of such entity or interest or its Subsidiaries on ability effectively to exercise the date hereoffull rights of ownership of such entity or interest; and (iv) in the case of each of such unincorporated entities, the information substantially equivalent of the information to that provided pursuant to the preceding clause (iii) above with regard to corporate entities. (b) Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted. Each Subsidiary is duly qualified to do business as a foreign corporation in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Company Material Adverse Effect. All of the outstanding shares of capital stock of each direct or indirect Subsidiary of Xxxxx Fargo have been duly authorized and validly issued, are fully paid and non-assessable, have not been issued in violation of any preemptive rights and (except as specified in Section 4.4 3.3 of the Company Disclosure Schedule) are owned of record and beneficially, directly or indirectly, by Xxxxx Fargo or its Subsidiaries specified in Section 4.4 of the Disclosure ScheduleCompany, free and clear of any Liensliens, claims, charges, security interests or other legal or equitable encumbrances, limitations or restrictions. There is no other security outstanding that has presently, or upon the occurrence of any event would have, the right to vote with Xxxxx Fargo as the holder of the voting stock of such Subsidiaries on any matter. (c) There are no outstanding options, warrants, calls, subscriptionsagreements, conversion rights, preemptive rights or other rightsrights to subscribe for, agreements purchase or commitments obligating otherwise acquire any of the direct issued or indirect Subsidiaries of Xxxxx Fargo to issue any additional unissued shares of capital stock of such Subsidiary any Subsidiary. Except as set forth in the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 1995 or as disclosed in Section 3.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any interest in any other securities convertible intocorporation, exchangeable for partnership, joint venture or evidencing the right to subscribe for any shares of such capital stock. There are no outstanding rights allowing any Person to otherwise participate in the equity of any Subsidiary of Xxxxx Fargoother business association or entity.

Subsidiaries and Equity Investments. (a) Section 4.4 of the Disclosure Schedule 2.1.3 sets forth (i) the name of each direct entity of which the Company directly or indirect Subsidiary indirectly owns shares of Xxxxx Fargocapital stock or other equity interests having in the aggregate 50% or more of the total voting power of the issued and outstanding shares of capital stock or other equity interests (individually, a "Subsidiary" and collectively, the "Subsidiaries"); (ii) the name of each corporation, partnership, limited liability company, joint venture or other entity (other than the Subsidiaries) in which Xxxxx Fargo the Company or any of its Subsidiaries Subsidiary has, or pursuant to any agreement has the right to acquire at any time by any means, a material an equity interest or investment; (iii) in the case of each of the Subsidiaries of Xxxxx Fargo and such other entities described in the foregoing clauses (i) and (ii) that is a corporationSubsidiaries, (A) the jurisdiction of incorporation, organization and (B) the capitalization thereof and (C) the percentage of each class of voting stock or other equity security interests owned on a fully-diluted basis by Xxxxx Fargo the Company or by any of its Subsidiaries on the date hereofSubsidiaries; and (iv) in the case of each of such unincorporated entitiesentities listed pursuant to clause (ii) hereof, the equivalent of the information provided pursuant to the preceding clause (iii) with regard to corporate entitiesthe Subsidiaries. (b) All of the outstanding shares of capital stock or other equity interests of each direct or indirect Subsidiary of Xxxxx Fargo the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, have not been issued in violation of any preemptive rights and (except as specified in Section 4.4 preemptive, maintenance or similar rights. The shares of capital stock or other equity interests owned by the Company or any of the Disclosure Schedule) Subsidiaries as set forth on Schedule 2.1.3 are owned of record and beneficially, directly beneficially by the Company or indirectly, by Xxxxx Fargo or its Subsidiaries specified in Section 4.4 of the Disclosure Schedulesuch Subsidiary, free and clear of any Liens. There is no liens, claims, charges, security interests or other legal or equitable encumbrances, limitations or restrictions, except for security outstanding that has presentlyinterests granted to IMC Global Inc. ("IMC") pursuant to the Sale and Guaranty Agreement among the Company, or upon the occurrence of any event would haveFM Properties Operating Co., the right to vote with Xxxxx Fargo as the holder of the voting stock of such Subsidiaries on any matterCircle C Land Corp., Freeport McMoRan Inc. and IMC. (c) There are no options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating any of the direct or indirect Subsidiaries of Xxxxx Fargo Subsidiary to issue any additional shares of capital stock of such Subsidiary or other equity interests or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of such capital stock. There are no outstanding rights allowing any Person to otherwise participate in the stock or other equity of any Subsidiary of Xxxxx Fargointerests.

Subsidiaries and Equity Investments. (a) Section 4.4 5.5 of the Disclosure Schedule sets forth (i) the name of each direct or indirect Subsidiary of Xxxxx FargoLoomis; (ii) the name of each corporation, partnership, joint venture or other entity in which Xxxxx Fargo Loomis or any of its Subsidiaries has, or pursuant to any agreement has the right to acquire at any time by any means, a material equity interest or investment; (iii) in the case of each of the Subsidiaries of Xxxxx Fargo Loomis and such other entities described in the foregoing clauses (i) and (ii) that is a corporation, (A) the jurisdiction of incorporation, (B) the capitalization thereof and (C) the percentage of each class of voting stock or other equity security owned on a fully-diluted basis by Xxxxx Fargo Loomis or any of its Subsidiaries on the date hereof; and (iv) in the case of each of such unincorporated entities, the equivalent of the information provided pursuant to the preceding clause (iii) with regard to corporate entities. (b) All of the outstanding shares of capital stock of each direct or indirect Subsidiary of Xxxxx Fargo Loomis have been duly authorized and validly issued, are fully paid and non-assessable, have not been issued in violation of any preemptive rights rights, and (except as specified in Section 4.4 5.5 of the Disclosure Schedule) are owned of record and beneficially, directly or indirectly, by Xxxxx Fargo Loomis or its Subsidiaries Subsidiary specified in Section 4.4 5.5 of the Disclosure Schedule, free and clear of any Liens. There is no other security outstanding that has presently, or upon the occurrence of any event would have, the right to vote with Xxxxx Fargo as the holder of the voting stock of such Subsidiaries on any matter. (c) There are no options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating any of the direct or indirect Subsidiaries of Xxxxx Fargo Loomis to issue any additional shares of capital stock of such Subsidiary or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of such capital stock. There are no outstanding rights allowing any Person to otherwise participate in the equity of any Subsidiary of Xxxxx FargoLoomis.

Subsidiaries and Equity Investments. (a) Section 4.4 SECTION 3.5(a) of the Disclosure Schedule sets forth (i) the name of each direct corporation of which LAI directly or indirect Subsidiary indirectly owns shares of Xxxxx Fargocapital stock having in the aggregate 50% or more of the total combined voting power of the issued and outstanding shares of capital stock entitled to vote generally in the election of directors of such corporation (individually, a "SUBSIDIARY" and collectively, the "SUBSIDIARIES"); (ii) the name of each corporation, partnership, joint venture or other entity (other than the Subsidiaries) in which Xxxxx Fargo or any of its Subsidiaries hasthe LAI Companies have, or pursuant to any agreement has have the right to acquire at any time by any means, a material an equity interest or investment; (iii) in the case of each of the Subsidiaries of Xxxxx Fargo and such other entities corporations described in the foregoing clauses clause (i) and (ii) that is a corporation), (A) the jurisdiction of incorporation, incorporation and (B) the complete capitalization thereof and (C) the percentage of each class of voting stock or other equity security owned on a fully-diluted basis by Xxxxx Fargo or any of its Subsidiaries the LAI Companies on the date hereof; and (iv) in the case of each of such unincorporated entities, the equivalent of the information provided pursuant to the preceding clause (iii) with regard to corporate entities. (b) All of the outstanding shares of capital stock of each direct or indirect Subsidiary of Xxxxx Fargo have been duly authorized and authorized, validly issued, are fully paid and non-assessable, have not been and were issued in violation accordance with the registration or qualification provisions of the Securities Act and applicable state securities Laws or pursuant to valid exemptions therefrom. All preemptive rights, rights of first refusal and any preemptive similar rights that may have been applicable to the issuance of such shares were duly and validly complied with or waived in compliance with all applicable Laws and any agreements governing such rights. None of the LAI Companies has any obligation (except contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution with respect thereof. Except as specified set forth in Section 4.4 SECTION 3.5(b) of the Disclosure Schedule) , all of the shares of capital stock of each subsidiary are owned of record and beneficially, directly or indirectly, by Xxxxx Fargo or its Subsidiaries specified in Section 4.4 of the Disclosure ScheduleLAI, free and clear of any Liens. There is no other security outstanding that has presently, or upon the occurrence of any event would have, the right to vote with Xxxxx Fargo as the holder of the voting stock of such Subsidiaries on any matter. (c) There are no options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating any of the direct or indirect Subsidiaries of Xxxxx Fargo to issue any additional shares of capital stock of such Subsidiary or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of such capital stock. There are no outstanding rights allowing any Person to otherwise participate in the equity of any Subsidiary of Xxxxx Fargo.

Subsidiaries and Equity Investments. (a) Section 4.4 4.5 of the Disclosure Schedule sets forth (i) the name of each direct corporation of which the Company or indirect Subsidiary Ivy Group directly or indirectly owns shares of Xxxxx Fargocapital stock having in the aggregate 50% or more of the total combined voting power of the issued and outstanding shares of capital stock entitled to vote generally in the election of directors of such corporation (individually, a "Subsidiary" and collectively, the "Subsidiaries"); (ii) the name of each corporation, partnership, joint venture or other entity (other than the Subsidiaries) in which Xxxxx Fargo the Company or any of its Subsidiaries Ivy Group has, or pursuant to any agreement has the right to acquire at any time by any means, a material an equity interest or investment; (iii) in the case of each of the Subsidiaries of Xxxxx Fargo and such other entities corporations described in the foregoing clauses (i) and clause (ii) that is a corporation), (A) the jurisdiction of incorporation, incorporation and (B) the capitalization thereof and (C) the percentage of each class of voting stock owned by the Company or other equity security owned on a fully-diluted basis Ivy Group or by Xxxxx Fargo or any of its Subsidiaries on the date hereoftheir respective Subsidiaries; and (iv) in the case of each of such unincorporated entities, the equivalent of the information provided pursuant to the preceding clause (iii) with regard to corporate entities. (b) All of the outstanding shares of capital stock of each direct or indirect Subsidiary of Xxxxx Fargo have been duly authorized and validly issued, are fully paid and non-assessable, have not been issued in violation of any preemptive rights and (rights, and, except as specified in Section 4.4 4.5 of the Disclosure Schedule) , are owned of record and beneficially, directly or indirectly, by Xxxxx Fargo the Company or its Subsidiaries specified in Section 4.4 of the Disclosure ScheduleIvy Group, free and clear of any Liens. There is no other security outstanding that has presently, or upon the occurrence of any event would have, the right to vote with Xxxxx Fargo as the holder of the voting stock of such Subsidiaries on any matter. (c) There are no options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating any of the direct or indirect Subsidiaries of Xxxxx Fargo to issue any additional shares of capital stock of such Subsidiary or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of such capital stock. There are no None of the Subsidiaries has any indebtedness outstanding that has voting rights. None of the Subsidiaries has issued any stock appreciation rights allowing any Person or other rights relating to otherwise participate in the equity of any Subsidiary of Xxxxx Fargoparticipation.

Subsidiaries and Equity Investments. (a) Section 4.4 5.5 of the Disclosure Schedule sets forth (i) the name of each direct or indirect Subsidiary of Xxxxx FargoXxxxxx; (ii) the name of each corporation, partnership, joint venture or other entity in which Xxxxx Fargo Xxxxxx or any of its Subsidiaries has, or pursuant to any agreement has the right to acquire at any time by any means, a material equity interest or investment; (iii) in the case of each of the Subsidiaries of Xxxxx Fargo Xxxxxx and such other entities described in the foregoing clauses (i) and (ii) that is a corporation, (A) the jurisdiction of incorporation, (B) the capitalization thereof and (C) the percentage of each class of voting stock or other equity security owned on a fully-diluted basis by Xxxxx Fargo Xxxxxx or any of its Subsidiaries on the date hereof; and (iv) in the case of each of such unincorporated entities, the equivalent of the information provided pursuant to the preceding clause (iii) with regard to corporate entities. (b) All of the outstanding shares of capital stock of each direct or indirect Subsidiary of Xxxxx Fargo Xxxxxx have been duly authorized and validly issued, are fully paid and non-assessable, have not been issued in violation of any preemptive rights rights, and (except as specified in Section 4.4 5.5 of the Disclosure Schedule) are owned of record and beneficially, directly or indirectly, by Xxxxx Fargo Xxxxxx or its Subsidiaries Subsidiary specified in Section 4.4 5.5 of the Disclosure Schedule, free and clear of any Liens. There is no other security outstanding that has presently, or upon the occurrence of any event would have, the right to vote with Xxxxx Fargo as the holder of the voting stock of such Subsidiaries on any matter. (c) There are no options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating any of the direct or indirect Subsidiaries of Xxxxx Fargo Xxxxxx to issue any additional shares of capital stock of such Subsidiary or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of such capital stock. There are no outstanding rights allowing any Person to otherwise participate in the equity of any Subsidiary of Xxxxx FargoXxxxxx.