Subsidiaries and Ownership of Capital Stock Sample Clauses

Subsidiaries and Ownership of Capital Stock. As of the Closing Date, the Borrower has eleven (11)
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Subsidiaries and Ownership of Capital Stock. Except as otherwise permitted in Section 7.07, (i) Schedule 4.01(c) sets forth all of the Subsidiaries of the Company; (ii) Schedule 4.01(c) also sets forth (A) the number of issued and authorized shares of each class of capital stock of each Subsidiary of the Company and (B) the identity of the holders of all shares of each class of capital stock of each such Subsidiary; and (iii) no capital stock (or any securities, instruments, warrants, option or purchase rights, conversion or exchange rights, calls, commitments or claims of any character convertible into or exercisable for capital stock) of the Company or any Subsidiary of the Company is subject to issuance under any security, instrument, warrant, option or purchase rights, conversion or exchange rights, call, commitment or claim of any right, title or interest therein or thereto. The outstanding capital stock of the Company and each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable and is not Margin Stock.
Sample 1
Subsidiaries and Ownership of Capital Stock. Set forth in Schedule 4.1(d) or in Schedule A to the Borrower Pledge and Security Agreement, as such Schedule may be amended pursuant to Section 5.2(e), or in Schedule A to the Subsidiary Pledge and Security Agreement, as such Schedule may be amended pursuant to Section 5.2(e), is a complete list of all direct and indirect Subsidiaries of the Borrower. Such Schedules also set forth the number of issued and authorized shares of each class of capital stock of and other equity, ownership or profit interests in such Subsidiary and the identity of the holders of all such shares. Except as set forth in such Schedules, no capital stock of or other equity, ownership or profit interest in any such Subsidiary is subject to issuance or sale under any warrant, option or purchase right, conversion or exchange right, call, commitment or claim of any right, title or interest therein or thereto. The outstanding capital stock of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable and, is not "margin stock," as that term is defined in Regulations G, T, U and X of the Board of Governors of the Federal Reserve System.
Sample 1
Subsidiaries and Ownership of Capital Stock. Set forth on Schedule 4.1(d) or on Schedule A to the Pledge Agreement, as such Schedule may be amended pursuant to Section 5.2(e), is a complete list of all direct and indirect Subsidiaries of Ocular Sciences. Such Schedules also set forth the number of issued and authorized shares of each class of capital stock of and other equity, ownership or profit interests in such Subsidiary and the identity of the holders of all such shares. Except as set forth in such Schedules, no capital stock of or other equity, ownership or profit interests in any such Subsidiary is subject to issuance or sale under any warrant, option or purchase right, conversion or exchange right, call, commitment or claim of any right, title or interest therein or thereto. Other than the shares evidencing the capital stock of Ocular Sciences Hungary Ltd., all such shares, capital stock or other equity, ownership or profit interests are certificated securities evidenced and represented by certificates issued in bearer or registered form. The outstanding capital stock of each such Subsidiary is duly authorized, validly issued, fully paid and
Sample 1
Subsidiaries and Ownership of Capital Stock. Set forth on Schedule 4.1(d), as such Schedule may be amended pursuant to Section 5.2(e), is a complete list of all direct and indirect Subsidiaries of Borrower. Such Schedule also sets forth the number of issued and authorized shares of each class of capital stock of and other equity, ownership or profit interests in such Subsidiary and the identity of the holders of all such shares. Except as set forth in such Schedule, no capital stock of or other equity, ownership or profit interests in any such Subsidiary is subject to issuance or sale under any warrant, option or purchase right, conversion or exchange right, call, commitment or claim of any right, title or interest therein or thereto. Other than the shares evidencing the capital stock of Ocular Sciences Hungary Ltd., all such shares, capital stock or other equity, ownership or profit interests are certificated securities evidenced and represented by certificates issued in bearer or registered form. The outstanding capital stock of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable and is not "margin stock," as that term is defined in Regulations G, T, U and X of the Board of Governors of the Federal Reserve System.
Sample 1
Subsidiaries and Ownership of Capital Stock. As of the Closing Date, DRS has twenty-one (21) direct and indirect Subsidiaries. In addition, DRS FPA, L.P. and the Partnership Guarantor are Affiliates of DRS. Except for DRS, the Pledge of Stock Agreements set forth the number of authorized, issued and outstanding shares of each class of capital stock of the Co-Borrowers and their Subsidiaries. Except for DRS, no capital stock (or any securities, instruments, warrants, option or purchase rights, conversion or exchange rights, calls, commitments or claims of any character convertible into or exercisable for capital stock) of the Co-Borrowers and their Subsidiaries is subject to issuance under any security, instrument, warrant, option or purchase rights, conversion or exchange rights, call, commitment or claim of any right, title or interest therein or thereto, except as set forth on Schedule 4.01(iii) attached hereto. The outstanding capital stock of all of the Co-Borrowers and their Subsidiaries has been duly authorized, validly issued, fully paid and nonassessable and is not Margin Stock; provided upon the liquidation or dissolution of DRS Flight Safety the equity owners of DRS Flight Safety (and not the Agent or any of the Lenders) would be liable for the unsatisfied obligations of DRS Flight Safety to the extent the assets are insufficient to cover the liabilities.
Sample 1
Subsidiaries and Ownership of Capital Stock. As of the Closing Date, DRS has thirteen (13)
Sample 1
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Subsidiaries and Ownership of Capital Stock. As of the Closing Date, Cantel Medical has two (2) active Subsidiaries; MediVators and Carsen Group and one (1) inactive Subsidiary, Wellspring, Inc., a Delaware corporation. As of the Closing Date, MediVators and Carsen Group have no Subsidiaries. With respect to Wellspring, Inc., a Delaware corporation, said Subsidiary of Cantel Medical is completely inactive, owning no assets (other than certain net operating losses), having no liabilities and conducting no business operations, and said Subsidiary of Cantel Medical has not been previously dissolved or liquidated SOLELY as a result of its having said net operating losses. Except with respect to Cantel Medical, SCHEDULE 4.01(iii) hereof sets forth the number of authorized, issued and outstanding shares of each class of capital stock of the Borrowers and their Subsidiaries. Except for Cantel Medical, no capital stock (or any securities, instruments, warrants, option or purchase rights, conversion or exchange rights, calls, commitments or claims of any character convertible into or exercisable for capital stock) of the Borrowers and/or their Subsidiaries is subject to issuance under any security, instrument, warrant, option or purchase rights, conversion or exchange rights, call, commitment or claim of any right, title or interest therein or thereto, except as set forth on SCHEDULE 4.01(iii) attached hereto. The outstanding capital stock of all of the Borrowers and their Subsidiaries has been duly authorized, validly issued, fully paid and nonassessable and is not Margin Stock.
Sample 1

Related to Subsidiaries and Ownership of Capital Stock

  • Ownership of Capital Stock The Shareholder is the beneficial owner of record and beneficially of all of the shares of capital stock of the Company, all of which shares are free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.

  • Organization and Ownership of Shares of Subsidiaries; Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.

  • Ownership of Equity Interests Issue, sell, transfer, pledge or otherwise dispose of any partnership interests, shares of capital stock or other equity or ownership interests ("Equity Interests") in any member of the Consolidated Group, except (i) issuance, sale or transfer of Equity Interests to a Credit Party by a Subsidiary of such Credit Party, (ii) in connection with a transaction permitted by Section 8.4, and (iii) as needed to qualify directors under applicable law.

  • Subsidiaries and Ownership of Stock Schedule 5.9 is a complete and accurate list of the Subsidiaries of such Borrower, showing the jurisdiction of incorporation or organization of each Subsidiary and showing the percentage of such Borrower's ownership of the outstanding stock or other interest of each such Subsidiary. All of the outstanding capital stock or other interest of each such Subsidiary has been validly issued, is fully paid and nonassessable and is owned by such Borrower free and clear of all Liens.

  • Subsidiaries; Capital Stock As of the Closing Date, (a) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options and restricted stock units granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Parent Borrower or any Restricted Subsidiary, except (i) with respect to Capital Stock of Loan Parties, as created by the Loan Documents and (ii) otherwise, as permitted by this Agreement.

  • Organization and Ownership of Shares of Subsidiaries (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.

  • Restriction on Sales of Capital Stock The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, of which the Representative has been advised in writing or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 3.18.1 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Ownership of Parent Common Stock As of the date hereof, such Company Stockholder does not Beneficially Own any shares of Parent Common Stock.

  • Treatment of Capital Stock Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any shareholder:

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