Subsidiaries and Equity Investments. (a) Schedule 2.6 sets forth (i) the name of each corporation of which Globaltron owns, directly or indirectly, shares of capital stock (hereinafter referred to collectively as "Subsidiaries" and individually as a "Subsidiary") (ii) the name of each corporation, partnership, joint venture or other entity (other than the Subsidiaries) in which Globaltron has, or pursuant to any agreement has the right to acquire at any time by any means, directly or indirectly, an equity interest or investment; (iii) in the case of each of such corporations described in clauses (i) and (ii) above, (A) the jurisdiction of incorporation, (B) the capitalization thereof and the percentage of each class of capital voting stock owned by Globaltron, (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 rights to acquire securities of or interest in such corporation, and (E) a description of any other contractual charge or impediment which would materially limit or impair any of Globaltron's ownership of such entity or interest or its ability effectively to exercise the full rights of ownership of such entity or interest; and (iv) in the case of each of such unincorporated entities, information substantially equivalent to that provided pursuant to 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. Each Subsidiary is duly qualified to do business in good standing in each jurisdiction in where the nature of the business conducted by Globaltron or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of Globaltron. All the outstanding shares of capital stock of each Subsidiary owned by Globaltron have been duly authorized and validly issued, are fully paid and non-assessable, and are owned of record and beneficially, directly or indirectly, by Globaltron, free and clear of any liens, claims, charges, security interests or other legal or equitable encumbrances, limitations or restrictions. There are no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any issued or unissued shares of capital stock of any Subsidiary.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Win Gate Equity Group Inc), Stock Purchase Agreement (Morgan Gary D)
Subsidiaries and Equity Investments. (a) Schedule 2.6 4.3 sets forth (i) the name of each corporation which iChance will own at the date of which Globaltron ownsClosing, directly or indirectly, shares of capital stock having in the aggregate 10% 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 (hereinafter referred to collectively as "Subsidiaries" and individually as a "Subsidiary") (ii) the name of each corporation, partnership, joint venture or other entity (other than the Subsidiaries) in which Globaltron iChance has, or pursuant to any agreement has the right to acquire at any time by any means, directly or indirectly, an equity interest or investment; (iii) in the case of each of such corporations described in clauses (i) and (ii) above, (A) the jurisdiction of incorporation, (B) the capitalization thereof and the percentage of each class of capital voting stock owned by GlobaltroniChance, (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 rights to acquire securities of or interest in such corporation, and (E) a description of any other contractual charge or impediment provision to which iChance is subject which would materially limit or impair any of GlobaltroniChance's ownership of such entity or interest or its ability to effectively to exercise the full rights of ownership of such entity or interest; and (iv) in the case of each of such unincorporated entities, information substantially equivalent to that provided pursuant to 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. Each Subsidiary necessary and is duly qualified to do business in good standing in each jurisdiction in where the nature of the business conducted by Globaltron iChance or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of GlobaltroniChance. All the outstanding shares of capital stock of each Subsidiary owned by Globaltron have been duly authorized and validly issued, are fully paid and non-assessable, and are owned . iChance owns of record and beneficiallybeneficially such amounts of securities of the Subsidiaries as are identified in Schedule 4.3 hereto and, directly or indirectlyaside from the items identified in Schedule 4.3, by Globaltron, iChance owns such securities free and clear of any liens, claims, charges, security interests or other legal or equitable encumbrances, limitations or restrictions. There are no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any issued or unissued shares of capital stock of any Subsidiary.
Appears in 2 contracts
Samples: Share Exchange Agreement (Angelciti Entertainment Inc), Share Exchange Agreement (Hartman Lawrence Scott)
Subsidiaries and Equity Investments. (a1) Schedule 2.6 2.1(f) (Subsidiaries-Xxxxxxx) sets forth (i) the name of each corporation of which Globaltron BFS or BTI owns, directly or indirectly, shares of capital stock (hereinafter referred to collectively as collectively, "Subsidiaries" and individually as a individually, "Subsidiary") ); (ii) the name of each corporation, partnership, joint venture or other entity (other than the Subsidiaries) in which Globaltron BFS or BTI has, or pursuant to any agreement has the right to acquire at any time by any means, directly or indirectly, an equity interest or investment; (iii) in the case of each of such corporations described in hi clauses (i) and (ii) above, (A) the jurisdiction of incorporation, (B) the capitalization thereof and the percentage of each class of capital voting stock owned by GlobaltronBFS or BTI, (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 rights to acquire securities of or interest in such corporation, and (E) a description of any other contractual charge obligation or impediment which would materially limit or impair any of GlobaltronBFS's or BTI's ownership of such entity or interest or its ability effectively to exercise the full rights of ownership of such entity or interest; and (iv) in the case of each of such unincorporated entities, information substantially equivalent to that provided pursuant to clause (iii) above with regard to corporate entities.
(b2) Each Subsidiary is a corporation duly organized, organized and 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 such failure would not have a material adverse effect on the Subsidiary's financial condition, results of operation or business. Each Subsidiary is duly qualified to do business in good standing in each jurisdiction in where the nature of the business conducted by Globaltron BFS or BTI or the ownership or leasing of its their-respective properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of GlobaltronBFS or BTI. All the outstanding shares of capital stock of each Subsidiary owned by Globaltron BFS or BTI have been duly authorized and validly issued, are fully paid and non-assessablenonassessable, and are owned of record and beneficially, directly or indirectly, by GlobaltronBFS or BTI, free and clear of any liensLiens, claims, charges, security interests or other legal or equitable encumbrances, limitations or restrictions. There are no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any issued or unissued shares of capital stock of any Subsidiary.
Appears in 1 contract
Samples: Merger Agreement (Syndicated Food Service International Inc)
Subsidiaries and Equity Investments. (a) a. Schedule 2.6 3.3 sets forth forth: (i) the name of each corporation of which Globaltron ownsXHT will own at the date of Closing, directly or indirectly, shares of capital stock having in the aggregate 10% 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 (hereinafter referred to collectively as "Subsidiaries" and individually as a "Subsidiary") (ii) the name of each corporation, partnership, joint venture or other entity (other than the Subsidiaries) in which Globaltron XHT has, or pursuant to any agreement has the right to acquire at any time by any means, directly or indirectly, an equity interest or investment; (iii) in the case of each of such corporations described in clauses (i) and (ii) above, (A) the jurisdiction of incorporation, (B) the capitalization thereof and the percentage of each class of capital voting stock owned by GlobaltronXHT, (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 rights to acquire securities of or interest in such corporation, and (E) a description of any other contractual charge or impediment provision to which XHT is subject which would materially limit or impair any of GlobaltronXHT's ownership of such entity or interest or its ability to effectively to exercise the full rights of ownership of such entity or interest; and (iv) in the case of each of such unincorporated entities, information substantially equivalent to that provided pursuant to clause (iii) above with regard to corporate entities.
(b) 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. Each Subsidiary necessary and is duly qualified to do business in good standing in each jurisdiction in where the nature of the business conducted by Globaltron XHT or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of GlobaltronXHT. All the outstanding shares of capital stock of each Subsidiary owned by Globaltron have been duly authorized and validly issued, are fully paid and non-assessable, and are owned . XHT owns of record and beneficiallybeneficially such amounts of securities of the Subsidiaries as are identified in Schedule 3.3 hereto and, directly or indirectlyaside from the items identified in Schedule 3.3, by Globaltron, XHT owns such securities free and clear of any liens, claims, charges, security interests or other legal or equitable encumbrances, limitations or restrictions. There are no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any issued or unissued shares of capital stock of any Subsidiary.
Appears in 1 contract
Samples: Share Exchange Agreement (China International Enterprises Corp.)
Subsidiaries and Equity Investments. (a) a. Schedule 2.6 3.3 sets forth forth: (i) the name of each corporation of which Globaltron ownsCIEC will own at the date of Closing, directly or indirectly, shares of capital stock having in the aggregate 10% 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 (hereinafter referred to collectively as "Subsidiaries" and individually as a "Subsidiary") (ii) the name of each corporation, partnership, joint venture or other entity (other than the Subsidiaries) in which Globaltron CIEC has, or pursuant to any agreement has the right to acquire at any time by any means, directly or indirectly, an equity interest or investment; (iii) in the case of each of such corporations described in clauses (i) and (ii) above, (A) the jurisdiction of incorporation, (B) the capitalization thereof and the percentage of each class of capital voting stock owned by GlobaltronCIEC, (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 rights to acquire securities of or interest in such corporation, and (E) a description of any other contractual charge or impediment provision to which CIEC is subject which would materially limit or impair any of GlobaltronCIEC's ownership of such entity or interest or its ability to effectively to exercise the full rights of ownership of such entity or interest; and (iv) in the case of each of such unincorporated entities, information substantially equivalent to that provided pursuant to clause (iii) above with regard to corporate entities.
(b) 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. Each Subsidiary necessary and is duly qualified to do business in good standing in each jurisdiction in where which the nature of the business conducted by Globaltron it or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of GlobaltronCIEC. All the outstanding shares of capital stock of each Subsidiary owned by Globaltron have been duly authorized and validly issued, are fully paid and non-assessable, and are owned . CIEC owns of record and beneficiallybeneficially such amounts of securities of the Subsidiaries as are identified in Schedule 3.3 hereto and, directly or indirectlyaside from the items identified in Schedule 3.3, by Globaltron, CIEC owns such securities free and clear of any liens, claims, charges, security interests or other legal or equitable encumbrances, limitations or restrictions. There are no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any issued or unissued shares of capital stock of any Subsidiary.
Appears in 1 contract
Subsidiaries and Equity Investments. (a1) Schedule 2.6 2.1(f) (Subsidiaries-Beasley) sets forth (i) the name of each namx xx xxch corporation of which Globaltron BFS or BTI owns, directly or indirectly, shares of capital stock (hereinafter referred to collectively as collectively, "Subsidiaries" and individually as a individually, "Subsidiary") ); (ii) the name of each corporation, partnership, joint venture or other entity (other than the Subsidiaries) in which Globaltron BFS or BTI has, or pursuant to any agreement has the right to acquire at any time by any means, directly or indirectly, an equity interest or investment; (iii) in the case of each of such corporations described in clauses (i) and (ii) above, (A) the jurisdiction of incorporation, (B) the capitalization thereof and the percentage of each class of capital voting stock owned by GlobaltronBFS or BTI, (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 rights to acquire securities of or interest in such corporation, and (E) a description of any other contractual charge obligation or impediment which would materially limit or impair any of GlobaltronBFS's or BTI's ownership of such entity or interest or its ability effectively to exercise the full rights of ownership of such entity or interest; and (iv) in the case of each of such unincorporated entities, information substantially equivalent to that provided pursuant to clause (iii) above with regard to corporate entities.
(b2) Each Subsidiary is a corporation duly organized, organized and 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 such failure would not have a material adverse effect on the Subsidiary's financial condition, results of operation or business. Each Subsidiary is duly qualified to do business in good standing in each jurisdiction in where the nature of the business conducted by Globaltron BFS or BTI or the ownership or leasing of its their respective properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of GlobaltronBFS or BTI. All the outstanding shares of capital stock of each Subsidiary owned by Globaltron BFS or BTI have been duly authorized and validly issued, are fully paid and non-assessable, and are owned of record and beneficially, directly or indirectly, by GlobaltronBFS or BTI, free and clear of any liensLiens, claims, charges, security interests or other legal or equitable encumbrances, limitations or restrictions. There are no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any issued or unissued shares of capital stock of any Subsidiary.
Appears in 1 contract
Samples: Merger Agreement (Syndicated Food Service International Inc)