Subsidiaries and Other Interests. Set forth on Schedule 5.2(b) of the BancShares Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of BancShares (other than FCB) and/or FCB, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and BancShares’ and/or FCB’s percentage ownership of each such Subsidiary. Each of BancShares and FCB owns beneficially and of record the capital stock or other equity or ownership interest it owns in each of its respective Subsidiaries free and clear of any and all Liens. There are no Contracts relating to the right of BancShares or FCB to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of BancShares or FCB. The ownership interests of BancShares and FCB in their respective Subsidiaries are in compliance with all applicable Laws. Each of the Subsidiaries of BancShares and/or FCB (i) is a corporation, limited liability company, or other entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, organization, or formation, (ii) has all requisite corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted, and (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction in which the character of the properties or assets owned or leased by it or the nature of the business conducted by it makes such licensing or qualification necessary, except, with respect to clause (iii) only, where the failure to be so licensed, qualified, or in good standing has not had and would not reasonably be expected to have a Material Adverse Effect on BancShares. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of BancShares and/or FCB have been validly authorized and are validly issued, fully paid, and non-assessable. No shares of capital stock or other equity or ownership interests of any Subsidiary of BancShares and/or FCB are or may be required to be issued by virtue of any options, warrants, or other rights; no securities exist that are convertible into or exchangeable for any shares of capital stock or other equity or ownership interests of any Subsidiary of BancShares and/or FCB, or any other debt or equity security of any Subsidiary of BancShares and/or FCB; and there are no Contracts for the issuance of any additional capital stock or other equity or own...
Subsidiaries and Other Interests. The Company has no subsidiaries and does not own any securities issued by, or any equity or ownership interest in, any other Persons.
Subsidiaries and Other Interests. The Corporation has no subsidiaries and does not own any securities issued by, or any equity or ownership interest in, any other person. The Corporation is not subject to any obligation to make any investment in or to provide funds by way of loan, capital contribution or otherwise to any person.
Subsidiaries and Other Interests. (a) Quartet has no Subsidiaries except for Holdco and Merger Sub. Except for Holdco and Merger Sub, Quartet does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and Quartet has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.
(b) Except for Holdco and Merger Sub, Quartet does not own directly or indirectly any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity (other than investments in short term investment securities).
(c) Each of Holdco and Merger Sub is an exempted company duly incorporated, validly existing and in good standing under the laws of Bermuda and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of Holdco and Merger Sub is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Quartet. Complete and correct copies of the Charter Documents of Holdco and the Merger Sub, as amended and currently in effect, have been heretofore delivered to the Company or its counsel. Neither Holdco nor Merger Sub is in violation of any of the provisions of its Charter Documents.
(d) Each of Holdco and Merger Sub is duly qualified or licensed to do business as a foreign corporation or foreign limited liability company and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adv...
Subsidiaries and Other Interests. Registered and beneficial title to all of the Assets is held and at Closing will be held in the name of the Vendors solely and there are no Assets or rights with respect thereto held by any partnership, joint venture or minority interest.
Subsidiaries and Other Interests. Other than the corporations -------------------------------- identified in Part 2.2 of the Company Disclosure Letter, neither Company nor any of the other corporations identified in Part 2.2 of the Company Disclosure Letter owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, except for passive investments in equity interests of public companies as part of the cash management program of Company. Neither Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future investment in or capital contribution to any other entity. Neither Company, nor any of its subsidiaries, has, at any time, been a general partner of any general partnership, limited partnership or other entity. Part 2.2 of the Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Company's direct or indirect equity interest therein.
Subsidiaries and Other Interests. The Trust does not own directly or indirectly any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business trust or other entity (other than investments in short-term investment securities).
Subsidiaries and Other Interests. Except for the Subsidiaries, the Company does not (a) own of record or beneficially, directly or indirectly (or have any obligation, right or option to acquire) (i) any shares of capital stock or securities exercisable for or convertible into capital stock of any other entity, or (ii) any participating, proprietary, or equity interest in any partnership, limited liability company, joint venture or other entity, or (b) control, directly or indirectly, through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise, any other entity.
Subsidiaries and Other Interests. CCSA has no subsidiaries and, except as contemplated in the La Xxxxxxxx Agreement, CCSA has not agreed to acquire any subsidiary, and does not own any securities issued by, or any equity or ownership in, any other corporation and, except as aforesaid, CCSA is not subject to any obligation to make any investment in or to provide funds by way of loan, capital contribution or otherwise to any person or entity.
Subsidiaries and Other Interests. Each of the Company and its Subsidiaries (x) is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization, (y) has all requisite corporate or similar power and authority to own and operate its properties and assets and to carry on its business as presently conducted and (z) is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and is not reasonably likely to have a Company Material Adverse Effect (as defined in Section 9.2). The Company has made available to Parent a complete and correct copy of the Company's and its Subsidiaries' certificates of incorporation and by-laws (or comparable governing documents), each as amended to the date hereof. The Company's and its Subsidiaries' certificates of incorporation and by-laws (or comparable governing documents) made available are in full force and effect.
