Common use of Subsidiaries; Due Organization; Etc Clause in Contracts

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries, except for the Entities identified in Part 2.1(a)(i) of the Disclosure Schedule; and neither the Company nor any of the other Entities identified in Part 2.1(a)(i) of the Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a)(ii) of the Disclosure Schedule. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Servidyne, Inc.), Agreement and Plan of Merger and Reorganization (Avalon Pharmaceuticals Inc), Agreement and Plan of Merger and Reorganization (Clinical Data Inc)

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Subsidiaries; Due Organization; Etc. (a) The Company Buyer has no Subsidiaries, except for the Entities identified in Part 2.1(a)(i2.1(a) of the Buyer Disclosure ScheduleSchedule (the “Buyer Subsidiaries”); and neither the Company Buyer nor any of the other Entities identified in Part 2.1(a)(i2.1(a) of the Buyer Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a)(ii2.1(a) of the Buyer Disclosure Schedule. None of the Acquired Corporations Buyer has not agreed or nor is obligated to make, or nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations hasBuyer has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Organovo Holdings, Inc.), Agreement and Plan of Merger and Reorganization (Lpath, Inc)

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries, except for the Entities corporations identified in Part 2.1(a)(i) of the Disclosure Schedule; and neither the Company nor any of the other Entities corporations identified in Part 2.1(a)(i) of the Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a)(ii) of the Disclosure Schedule. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None Except as set forth in Part 2.1(a)(iii) of the Disclosure Schedule, none of the Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Quest Software Inc)

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries, except for the Entities identified in Part 2.1(a)(i) of the Disclosure ScheduleLetter; and neither the Company nor any of the other Entities identified in Part 2.1(a)(i) of the Disclosure Schedule Letter owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a)(ii) of the Disclosure ScheduleLetter. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Appears in 2 contracts

Samples: Agreement of Merger (Ipass Inc), Agreement of Merger (GoRemote Internet Communications, Inc.)

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries, except for the Entities corporations identified in Part 2.1(a)(i3.1(a)(i) of the Disclosure Schedule; and neither the Company nor any of the other Entities corporations identified in Part 2.1(a)(i3.1(a)(i) of the Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a)(ii3.1(a)(ii) of the Disclosure Schedule. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Synopsys Inc)

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries, except for Merger Sub, the Entities identified in Part 2.1(a)(i2.1(a) of the Company Disclosure Schedule, and Forza (the “Company Subsidiaries”); and neither the Company Company, Merger Sub nor any of the other Entities identified in Part 2.1(a)(i) of the Disclosure Schedule Company Subsidiaries owns any capital stock shares of, or any equity interest of any nature in, any other Entity, other than Merger Sub and the Entities identified in Part 2.1(a)(ii) of the Disclosure ScheduleCompany Subsidiaries. None of the Acquired Corporations The Company has not agreed or nor is obligated to make, or nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations hasThe Company has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Twin Vee PowerCats, Co.)

Subsidiaries; Due Organization; Etc. (aA) The Company has no Subsidiaries, except for the Entities identified in Part 2.1(a)(i) of the Disclosure Schedule; and neither the Company nor any of the other Entities identified in Part 2.1(a)(i) of the Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a)(ii) of the Disclosure Schedule. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Virtgame Com Corp)

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Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries, except for the Entities identified in Part 2.1(a)(i) of the Disclosure Schedule; and neither the Company nor any of the other Entities identified in Part 2.1(a)(i) of the Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a)(ii) of the Disclosure Schedule. None Except as set forth in Part 2.1(a)(iii) of the Disclosure Schedule, none of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.capital

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rae Systems Inc)

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries, except for the Entities corporations identified in Part 2.1(a)(i) of the Disclosure Schedule; and neither the Company nor any of the other Entities corporations identified in Part 2.1(a)(i) of the Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a)(ii) of the Disclosure Schedule. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future equity investment in or capital contribution to any other Entity. None Except as set forth in Part 2.1(a)(iii) of the Disclosure Schedule, none of the Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quest Software Inc)

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries, except for the Entities identified in Part 2.1(a)(i2.1(a) of the Company Disclosure ScheduleSchedule (the “Company Subsidiaries”); and neither the Company nor any of the other Entities identified in Part 2.1(a)(i2.1(a) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a)(ii2.1(a) of the Company Disclosure Schedule. None of the Acquired Corporations The Company has not agreed or nor is obligated to make, or nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations hasThe Company has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Yumanity Therapeutics, Inc.)

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