Subsidiaries; Investments. Each Company's subsidiaries and ------------------------- investments in any other corporation or business entity are listed in Schedule -------- 2.04 attached hereto (collectively, the "Subsidiaries" and, individually, each a ---- "Subsidiary"). Except as set forth in Schedule 2.04 attached hereto, each ------------- Subsidiary is a duly organized, validly existing corporation or other business entity in good standing under the laws of the jurisdiction of its incorporation or formation with full power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. Except as disclosed in Schedule 2.04 attached hereto, all of the ------------- outstanding shares of capital stock of each Subsidiary are owned beneficially and of record by the relevant Company, free of any lien, restriction or encumbrance and said shares have been duly and validly issued and are outstanding, fully paid and nonassessable. The copies of each of the Subsidiaries' Articles of Incorporation and by-laws, or other organizational documents, each as amended to date, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. None of the Subsidiaries is in violation of any term of its Articles of Incorporation or by- laws (or comparable organizational documents). Each Subsidiary is duly qualified to do business as a foreign corporation in each jurisdiction where (i) such Subsidiary conducts business and (ii) the laws of such jurisdiction require such qualification, and it is not required to be licensed or qualified to conduct its business or own its property in any other jurisdiction. Except as disclosed in Schedule 2.04 attached hereto, (A) there are no outstanding ------------- warrants, options or other rights to purchase or acquire any of the shares of capital stock or other ownership interests of any Subsidiary, or any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities, (B) there are no restrictions on the transfer of any Subsidiaries' capital stock or other ownership interests, and (C) no capital stock or other ownership interest of any Subsidiary has been issued in violation of any foreign, federal, state or local law.
Appears in 2 contracts
Samples: Non Competition Agreement (Mac-Gray Corp), Non Competition Agreement (Mac-Gray Corp)
Subsidiaries; Investments. Each Section 3.1(c) of the Disclosure Memorandum sets forth the name of each Subsidiary of the Company's subsidiaries and ------------------------- investments in any other corporation or business entity are listed in Schedule -------- 2.04 attached hereto (collectively, the "Subsidiaries" and, individually, each a ---- "Subsidiary")jurisdiction of its incorporation or organization and whether it is an insurance company. Except as set forth in Schedule 2.04 attached hereto, each ------------- Each Subsidiary is a an entity duly organized, validly existing corporation or other business entity and in good standing under the laws of the jurisdiction of its incorporation or formation with full organization and has the power and authority and all necessary government approvals to own or own, lease and operate its properties and to conduct carry on its business in as now being conducted. Each Subsidiary of the manner Company is duly qualified or licensed and in good standing to do business in each jurisdiction in which the places where such properties are owned or property owned, leased or such business is currently conducted operated by it or proposed to be conducted. Except as disclosed in Schedule 2.04 attached hereto, all the nature of the ------------- business conducted by it makes such qualification or licensing necessary. The Company has heretofore made available to USF&G complete and correct copies of the articles of incorporation (or other organizational documents) and bylaws of each of its Subsidiaries. Section 3.1(c) of the Disclosure Memorandum sets forth, as to each Subsidiary of the Company, its authorized capital stock and the number of issued and outstanding shares of capital stock (or similar information with respect to any Subsidiary not organized as a corporate entity). All outstanding shares of each Subsidiary the capital stock of the Subsidiaries of the Company are owned beneficially and of record by the relevant Company, free of any lien, restriction or encumbrance and said shares have been duly and validly issued and are outstandingissued, fully paid and nonassessable. The copies of each nonassessable and are not subject to preemptive or other similar rights; neither the Company nor any Subsidiary of the Subsidiaries' Articles of Incorporation and by-laws, Company has any call obligations or similar liabilities with respect to partnerships or other organizational documents, each Subsidiaries not organized as amended to date, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. None of the Subsidiaries is in violation of any term of its Articles of Incorporation or by- laws (or comparable organizational documents). Each Subsidiary is duly qualified to do business as a foreign corporation in each jurisdiction where (i) such Subsidiary conducts business and (ii) the laws of such jurisdiction require such qualification, and it is not required to be licensed or qualified to conduct its business or own its property in any other jurisdictioncorporate entities. Except as disclosed set forth in Schedule 2.04 attached hereto, (ASection 3.1(c) there are no outstanding ------------- warrants, options or other rights to purchase or acquire any of the Disclosure Memorandum, the Company is, directly or indirectly, the record and beneficial owner of all of the outstanding shares of capital stock (or other ownership interests interests, with respect to Subsidiaries not organized as corporate entities) of each of its Subsidiaries free and clear of all Liens and other restrictions with respect to the transferability or assignability thereof (other than restrictions on transfer imposed by federal or state securities laws) and no capital stock (or other interests, with respect to Subsidiaries not organized as corporate entities) of any Subsidiaryof its Subsidiaries is or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable or exercisable for, shares of capital stock (or other interests, with respect to Subsidiaries not organized as corporate entities) of any outstanding of its Subsidiaries and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may be bound to issue, redeem, purchase or sell shares of Subsidiary capital stock (or other interests, with respect to Subsidiaries not organized as corporate entities) or securities convertible into or exchangeable or exercisable for any such shares or outstanding warrantsinterests. Except for the ownership interests set forth in Section 3.1(c) of the Disclosure Memorandum, options neither the Company nor any of its Subsidiaries owns, directly or other rights to acquire indirectly, any such convertible securities, (B) there are no restrictions on the transfer of any Subsidiaries' capital stock or other ownership interests, and (C) no capital stock or other ownership interest in any corporation, partnership, business association, joint venture or other entity, except for portfolio investments made in the ordinary course of business. As used in this Agreement, the word "SUBSIDIARY," with respect to any party to this Agreement, means any corporation, partnership, joint venture or other organization, whether incorporated or unincorporated, of which: (i) such party or any other Subsidiary has been issued in violation of such party is a general partner; (ii) voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation, partnership, joint venture or other organization is held by such party or by any foreignone or more of its Subsidiaries, federalor by such party and any one or more of its Subsidiaries; or (iii) at least 10% of the equity, state other securities or local law.other interests is, directly or indirectly, owned or controlled by such party or by any one or more of its Subsidiaries or by such party and any one or more of its Subsidiaries. (d)
Appears in 1 contract
Subsidiaries; Investments. Each Company's subsidiaries and ------------------------- investments in any other corporation or business entity are listed in Schedule -------- 2.04 attached hereto (collectively, the "Subsidiaries" and, individually, each a ---- "Subsidiary"). Except as set forth in Schedule 2.04 on the "Subsidiaries ------------------------- ------------ Schedule" attached hereto, each ------------- Subsidiary is a duly organized, validly existing corporation neither of the Companies own or hold any shares of -------- stock or any other security or interest in any other Person or any rights to acquire any such stock or other business entity in good standing under the laws security or interest. All of the jurisdiction of its incorporation or formation with full power authorized, issued and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. Except as disclosed in Schedule 2.04 attached hereto, all of the ------------- outstanding shares of capital stock of each of the Companies' Subsidiaries (the "Subsidiary Stock") and the class and par value of such ---------------- Subsidiary Stock are owned beneficially set forth on the Subsidiaries Schedule. All of the issued --------------------- and outstanding shares of record by the relevant Company, free of any lien, restriction or encumbrance and said shares Subsidiary Stock have been duly authorized, are validly issued, fully paid, and validly issued non-assessable, and are outstandingheld of record and beneficially by the Persons and in the amounts set forth on the Subsidiaries ------------ Schedule and are not subject to, fully paid and nonassessable. The copies nor were they issued in violation of, any -------- preemptive rights or rights of each of the Subsidiaries' Articles of Incorporation and by-laws, or other organizational documents, each as amended to datefirst refusal, and heretofore delivered to Buyer's counsel, are complete owned of record and correct, and no amendments thereto are pending. None of beneficially by the respective Persons as set forth on the Subsidiaries is in violation Schedule --------------------- free and clear of any term of its Articles of Incorporation or by- laws (or comparable organizational documents)all Liens. Each Subsidiary is duly qualified to do business as a foreign corporation in each jurisdiction where (i) such Subsidiary conducts business and (ii) the laws of such jurisdiction require such qualification, and it is not required to be licensed or qualified to conduct its business or own its property in any other jurisdiction. Except as disclosed in Schedule 2.04 attached hereto, (A) there There are no outstanding ------------- or authorized options, warrants, options rights, contracts, calls, puts, rights to subscribe, conversion rights or other rights agreements or commitments to purchase which either of the Companies or acquire any of their Subsidiaries is a party or which are binding upon either of the Companies or any of their Subsidiaries providing for the issuance, disposition or acquisition of any capital stock of any of the shares of capital Companies' Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock or other ownership interests similar rights with respect to any of any Subsidiarythe Companies' Subsidiaries. There are no voting trusts, proxies or any outstanding securities convertible into such shares other agreements or outstanding warrants, options or other rights understandings with respect to acquire any such convertible securities, (B) there are no restrictions on the transfer of any Subsidiaries' capital stock or other ownership interests, and (C) no capital stock or other ownership interest voting of any Subsidiary has been issued in violation Stock. Neither of the Companies nor any foreign, federal, state of their Subsidiaries is subject to any obligation (contingent or local lawotherwise) to repurchase or otherwise acquire or retire any shares of Subsidiary Stock.
Appears in 1 contract
Samples: Purchase Agreement (National Equipment Services Inc)
Subsidiaries; Investments. Each Company's subsidiaries (a) Schedule 5.4(a) sets forth the name and ------------------------- investments in the jurisdiction of organization of each Company Material Subsidiary, the authorized and issued and outstanding capital stock or other equity securities of each such Company Material Subsidiary (other than VUE) and the number of shares of capital stock or other equity securities and the percentage ownership of each such Company Material Subsidiary (other than VUE) held by the Company or any other corporation or business entity are listed in Schedule -------- 2.04 attached hereto (collectively, the "Subsidiaries" and, individually, each a ---- "Subsidiary")Target Company. Except as set forth in on Schedule 2.04 attached hereto5.4(a), each ------------- Company Material Subsidiary is a duly organized, validly existing corporation or other business entity and, where applicable, in good standing under the laws Laws of the its jurisdiction of its incorporation organization, with the corporate or formation with full other power and authority to own or lease and operate its properties and to conduct own and operate its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be as now conducted. Except as disclosed in Schedule 2.04 attached hereto, all of the ------------- outstanding shares of capital stock of each Subsidiary are owned beneficially and of record by the relevant Company, free of any lien, restriction or encumbrance and said shares have been duly and validly issued and are outstanding, fully paid and nonassessable. The copies of each of the Subsidiaries' Articles of Incorporation and by-laws, or other organizational documents, each as amended to date, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. None of the Subsidiaries is in violation of any term of its Articles of Incorporation or by- laws (or comparable organizational documents). Each Subsidiary is duly qualified to do business as a foreign corporation and, where applicable, in good standing in each jurisdiction where (i) such Subsidiary conducts business and (ii) the laws nature of such jurisdiction require such qualification, and it is not required to be licensed or qualified to conduct its business or own its property properties makes such qualification necessary, except where the failure to be so qualified or in any other jurisdictiongood standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in set forth on Schedule 2.04 attached hereto5.4(a), (A) there are no outstanding ------------- warrants, options or other rights to purchase or acquire any all of the outstanding shares of capital stock or other ownership interests securities of each Company Material Subsidiary (other than VUE) are validly issued, fully paid and nonassessable, and the Company or another Target Company, as the case may be, owns such shares, free and clear of any SubsidiaryLiens, or other than Liens securing debt reflected on the Company Financial Statements and any outstanding restrictions under the Securities Act and other applicable securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securitiesLaws. Except as set forth on Schedule 5.4(a), (Bi) there are no restrictions on the transfer capital calls, warrants, options, agreements, subscriptions, convertible or exchangeable securities, rights of first refusal or first offer, preemptive rights, calls, puts or other commitments or other obligations pursuant to which any Subsidiaries' Company Material Subsidiary is or may become obligated to issue, sell, purchase, return or redeem, or any other Person, who is not a Target Company, may be obligated to purchase, any shares of capital stock or other ownership interestsequity security of such Company Material Subsidiary (other than VUE), (ii) no equity securities of such Company Material Subsidiary (other than VUE) are reserved for issuance for any purpose and (Ciii) no capital stock none of the Target Companies or any of their respective Affiliates that is a stockholder of such Company Material Subsidiary (other ownership interest than VUE) is a party to any Contract for the sale of or is otherwise obligated to sell, transfer or otherwise dispose of any equity securities, or any securities convertible into or exchangeable for any equity securities, of such Company Material Subsidiary has been issued in violation of any foreign, federal, state or local law(other than VUE).
Appears in 1 contract
Subsidiaries; Investments. Each Company's subsidiaries and ------------------------- investments in any other corporation or business entity are listed in Schedule -------- 2.04 attached hereto (collectively, the "Subsidiaries" and, individually, each a ---- "Subsidiary"). Except as set forth on the attached ------------------------- Investments and Subsidiaries Schedule, the Company does not own or hold the ------------------------------------- right to acquire any shares of stock or any other security or interest in any other Person. The attached Investments and Subsidiaries Schedule 2.04 attached heretocorrectly sets ------------------------------------- forth the name of each Subsidiary, each ------------- the jurisdiction of its incorporation and the Persons owning the outstanding capital stock of such Subsidiary. Each Subsidiary is a duly organized, organized and validly existing corporation or other business entity in good standing under the laws of the jurisdiction of its incorporation or formation with full and possesses all requisite corporate power and authority necessary to own or lease its properties and to conduct carry on its business in the manner businesses as now being conducted and in the places where such properties are owned or leased or such business is currently conducted or as presently proposed to be conductedconducted and is qualified to do business in every jurisdiction in which its ownership of property or the conduct of business requires it to qualify. Except as disclosed in Schedule 2.04 attached hereto, all All of the ------------- outstanding shares of capital stock of each Subsidiary are owned beneficially and of record by the relevant Company, free of any lien, restriction or encumbrance and said shares have been duly and validly issued and are outstandingissued, fully paid and nonassessable. The copies of each of the Subsidiaries' Articles of Incorporation and by-laws, or other organizational documents, each as amended to date, and heretofore delivered to Buyer's counsel, all such shares are complete owned by the Company or another Subsidiary free and correct, and no amendments thereto are pending. None of the Subsidiaries is in violation clear of any term of its Articles of Incorporation Lien and are not subject to any option or by- laws (or comparable organizational documents). Each Subsidiary is duly qualified right to do business as a foreign corporation in each jurisdiction where (i) purchase any such Subsidiary conducts business and (ii) the laws of such jurisdiction require such qualification, and it is not required to be licensed or qualified to conduct its business or own its property in any other jurisdictionshares. Except as disclosed in set forth on the Investments and Subsidiaries Schedule 2.04 attached ------------------------------------- hereto, (A) there are no outstanding ------------- warrants, options or other rights to purchase or acquire the Company has never had any of the shares of capital stock or other ownership interests of any Subsidiary, or any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities, (B) there are no restrictions Subsidiaries. Except as set forth on the transfer of Investments and Subsidiaries Schedule, the Company does not have any Subsidiaries' capital stock or other ownership interests, and (C) no capital stock or other ownership interest of obligation ------------------------------------- to make any Subsidiary has been issued additional Investments in violation of any foreign, federal, state or local lawPerson.
Appears in 1 contract
Subsidiaries; Investments. Each (a) Section 6.4(a) of the Company Disclosure Schedules sets forth the corporate structure chart specifying all Subsidiaries of the Company's subsidiaries , and ------------------------- investments in any other corporation with respect to each Subsidiary (a) its jurisdiction of organization, and (b) the record holders of its shares or business entity are listed in Schedule -------- 2.04 attached hereto (collectively, the "Subsidiaries" and, individually, each a ---- "Subsidiary")equity interests thereof. Except as set forth in Schedule 2.04 attached hereto, each ------------- Subsidiary is a duly organized, validly existing corporation or other business entity in good standing under the laws Section 6.4(a) of the jurisdiction of its incorporation or formation with full power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. Except as disclosed in Schedule 2.04 attached heretoCompany Disclosure Schedules, all of the ------------- outstanding shares of capital stock equity securities of each Subsidiary of the Company are owned beneficially and of record by the relevant Company, free of any lien, restriction or encumbrance and said shares have been duly authorized and validly issued and are outstandingissued, fully paid and nonassessable. The copies of each non-assessable (if applicable), and were offered, sold and delivered in compliance with all applicable securities Laws, and are owned by one or more of the Subsidiaries' Articles Target Companies free and clear of Incorporation and by-lawsall Liens (other than those, if any, imposed by such Subsidiary’s Organizational Documents). There are no Contracts to which the Company or other organizational documents, each as amended any of its Affiliates is a party or bound with respect to date, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. None the voting (including voting trusts or proxies) of the Subsidiaries is in violation equity interests of any term Subsidiary of its Articles the Company other than the Organizational Documents of Incorporation or by- laws (or comparable organizational documents). Each Subsidiary is duly qualified to do business as a foreign corporation in each jurisdiction where (i) any such Subsidiary conducts business and (ii) the laws of such jurisdiction require such qualification, and it is not required to be licensed or qualified to conduct its business or own its property in any other jurisdictionSubsidiary. Except as disclosed set forth in Schedule 2.04 attached heretoSection 6.4(a) of the Company Disclosure Schedules, (A) there are no outstanding ------------- or authorized options, warrants, options rights, agreements, subscriptions, convertible securities or other rights commitments to purchase or acquire which any Subsidiary of the shares Company is a party or which are binding upon any Subsidiary of capital stock the Company providing for the issuance or other ownership redemption of any equity interests of any SubsidiarySubsidiary of the Company. There is no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Subsidiary of the Company. No Subsidiary of the Company has any limitation, whether by Order or applicable Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed to another Target Company. Except for the equity interests of the Subsidiaries listed on Section 6.4(a) of the Company Disclosure Schedules, the Company does not own, directly or indirectly, any equity interests of, or otherwise Control, any outstanding securities convertible into such shares Person. Except as set forth in Section 6.4(a) or outstanding warrantsSection 6.4(b) of the Company Disclosure Schedules, options no Target Company is a participant in any joint venture, partnership or other rights to acquire any such convertible securities, (B) there similar arrangement. There are no restrictions on the transfer outstanding contractual obligations of a Target Company to provide funds to, or make any Subsidiaries' loan or capital stock or contribution to any other ownership interests, and (C) no capital stock or other ownership interest of any Subsidiary has been issued in violation of any foreign, federal, state or local lawPerson.
Appears in 1 contract
Samples: Business Combination Agreement (Golden Star Acquisition Corp)
Subsidiaries; Investments. Each Company's subsidiaries and ------------------------- investments in any other corporation or business entity are listed in Schedule -------- 2.04 attached hereto (collectively, the "Subsidiaries" and, individually, each a ---- "Subsidiary"). Except as set forth in Schedule 2.04 on the ------------------------- "Subsidiaries Schedule" attached hereto, each ------------- Subsidiary is a duly organized, validly existing corporation the Company does not own or hold any --------------------- shares of stock or any other security or interest in any other Person or any rights to acquire any such stock or other business entity in good standing under the laws security or interest. All of the jurisdiction of its incorporation or formation with full power authorized, issued and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. Except as disclosed in Schedule 2.04 attached hereto, all of the ------------- outstanding shares of capital stock of each of the Company's Subsidiaries (the "Subsidiary Stock") and the class and par value of ---------------- such Subsidiary Stock are owned beneficially set forth on the Subsidiaries Schedule. All of the --------------------- issued and outstanding shares of record by the relevant Company, free of any lien, restriction or encumbrance and said shares Subsidiary Stock have been duly authorized, are validly issued, fully paid, and validly issued nonassessable, and are outstandingheld of record and beneficially by the Persons and in the amounts set forth on the Subsidiaries ------------ Schedule and are not subject to, fully paid and nonassessable. The copies nor were they issued in violation of, any -------- preemptive rights or rights of each of the Subsidiaries' Articles of Incorporation and by-laws, or other organizational documents, each as amended to datefirst refusal, and heretofore delivered to Buyer's counsel, are complete owned of record and correct, and no amendments thereto are pending. None of beneficially by the respective Persons as set forth on the Subsidiaries is in violation Schedule --------------------- free and clear of any term of its Articles of Incorporation or by- all Liens (but subject to applicable laws (or comparable organizational documentsconcerning unregistered securities). Each Subsidiary is duly qualified to do business as a foreign corporation in each jurisdiction where (i) such Subsidiary conducts business and (ii) the laws of such jurisdiction require such qualification, and it is not required to be licensed or qualified to conduct its business or own its property in any other jurisdiction. Except as disclosed in Schedule 2.04 attached hereto, (A) there There are no outstanding ------------- or authorized options, warrants, options rights, contracts, calls, puts, rights to subscribe, conversion rights or other rights agreements or commitments to purchase which the Company or acquire any of its Subsidiaries is a party or which are binding upon the Company or any of its Subsidiaries providing for the issuance, disposition or acquisition of any capital stock of any of the Company's Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company's Subsidiaries. There are no voting trusts, proxies or any other agreements or understandings with respect to the voting of the Subsidiary Stock. Neither the Company nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of capital stock or other ownership interests of any Subsidiary, or any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities, (B) there are no restrictions on the transfer of any Subsidiaries' capital stock or other ownership interests, and (C) no capital stock or other ownership interest of any Subsidiary has been issued in violation of any foreign, federal, state or local lawStock.
Appears in 1 contract
Subsidiaries; Investments. Each Company's subsidiaries and ------------------------- investments in any other corporation or business entity are listed in Schedule -------- 2.04 attached hereto (collectively, the "Subsidiaries" and, individually, each a ---- "Subsidiary"). Except as set forth in Schedule 2.04 on the ------------------------- "Subsidiaries Schedule" attached hereto, each ------------- Subsidiary is a duly organized, validly existing corporation the Operating Company does not own or ---------------------- hold any shares of stock or any other equity interest in any other Person or any rights to acquire any such stock or other business entity equity interest (except Management Company owns a general partnership interest in good standing under the laws Operating Company). All of the jurisdiction of its incorporation or formation with full power authorized, issued and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. Except as disclosed in Schedule 2.04 attached hereto, all of the ------------- outstanding shares of capital stock of each of the Operating Company's Subsidiaries (the "Subsidiary Stock") and the class and par ---------------- value of such Subsidiary Stock are owned beneficially set forth on the Subsidiaries Schedule. All --------------------- of the issued and outstanding shares of record by the relevant Company, free of any lien, restriction or encumbrance and said shares Subsidiary Stock have been duly authorized, are validly issued, fully paid, and validly issued non-assessable, and are outstandingheld of record and beneficially by the Persons and in the amounts set forth on the Subsidiaries Schedule and are not subject to, fully paid and nonassessable. The copies nor were they issued in violation --------------------- of, any preemptive rights or rights of each of the Subsidiaries' Articles of Incorporation and by-laws, or other organizational documents, each as amended to datefirst refusal, and heretofore delivered to Buyer's counsel, are complete owned of record and correct, and no amendments thereto are pending. None of beneficially by the respective Persons as set forth on the Subsidiaries is in violation ------------ Schedule free and clear of any term of its Articles of Incorporation or by- laws (or comparable organizational documents)all Liens. Each Subsidiary is duly qualified to do business as a foreign corporation in each jurisdiction where (i) such Subsidiary conducts business and (ii) the laws of such jurisdiction require such qualification, and it is not required to be licensed or qualified to conduct its business or own its property in any other jurisdiction. Except as disclosed in Schedule 2.04 attached hereto, (A) there There are no outstanding ------------- or authorized -------- options, warrants, options rights, contracts, calls, puts, rights to subscribe, conversion rights or other rights agreements or commitments to purchase which the Operating Company or acquire any of its Subsidiaries is a party or which are binding upon the Operating Company or any of its Subsidiaries providing for the issuance, disposition or acquisition of any capital stock of any of the Operating Company's Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Operating Company's Subsidiaries. There are no voting trusts, proxies or any other agreements or understandings with respect to the voting of the Subsidiary Stock. Neither the Operating Company nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of capital stock or other ownership interests of any Subsidiary, or any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities, (B) there are no restrictions on the transfer of any Subsidiaries' capital stock or other ownership interests, and (C) no capital stock or other ownership interest of any Subsidiary has been issued in violation of any foreign, federal, state or local lawStock.
Appears in 1 contract
Samples: Purchase Agreement (National Equipment Services Inc)
Subsidiaries; Investments. Each The attached SCHEDULE 5.3(a) correctly sets forth the name of each of the Company's subsidiaries and ------------------------- investments in any other corporation or business entity are listed in Schedule -------- 2.04 attached hereto (collectivelySubsidiaries, the "Subsidiaries" and, individually, each a ---- "Subsidiary")jurisdiction of its incorporation and the Persons owning the outstanding capital stock or the equity interests of such Subsidiary immediately prior to the Closing. Except as set forth on the attached SCHEDULE 5.3(b), neither the Company nor any of its Subsidiaries owns or holds the right to acquire any shares of stock or any other partnership, joint venture, security or other equity interest in Schedule 2.04 attached hereto, each ------------- any other Person (an "AFFILIATED ENTITY"). Each such Subsidiary of the Company is a duly organized, validly existing corporation or other business entity and in good standing under the laws of the jurisdiction of its incorporation or formation with full power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. Except as disclosed in Schedule 2.04 attached hereto, all of the ------------- outstanding shares of capital stock of each Subsidiary are owned beneficially and of record by the relevant Company, free of any lien, restriction or encumbrance and said shares have been duly and validly issued and are outstanding, fully paid and nonassessable. The copies of each of the Subsidiaries' Articles of Incorporation and by-laws, or other organizational documents, each as amended to date, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. None of the Subsidiaries is in violation of any term of its Articles of Incorporation or by- laws (or comparable organizational documents). Each Subsidiary is duly qualified to do business as in every jurisdiction, except where the failure to so qualify would not reasonably be expected to have a foreign corporation Material Adverse Effect. All jurisdictions in which each jurisdiction where (isuch Person is qualified are set forth on SCHEDULE 5.3(c) such Subsidiary conducts business and (ii) the laws of such jurisdiction require such qualification, and it is not required to be licensed or qualified to conduct its business or own its property in any other jurisdiction. Except as disclosed in Schedule 2.04 attached hereto. Each such Person possesses all requisite material licenses, (A) there are no outstanding ------------- warrantspermits and authorizations necessary to own and operate its properties, options or other rights to purchase or acquire any carry on its businesses as now conducted and to carry out the transactions contemplated by this Agreement. All of the outstanding shares of capital stock or other ownership equity interests of each such Subsidiary are validly issued, fully paid and nonassessable, and all such shares and equity interests are owned by the Company or another Subsidiary of the Company, and at the Closing will be free and clear of all Liens, other than Liens created by Buyer or directly resulting from Buyer's actions. Immediately prior to the Closing, no Subsidiary of the Company shall have outstanding any equity interests or securities convert- ible or exchangeable for any shares of its equity interests or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or equity interests or securities convertible into or exchangeable for its capital stock or equity interests or any equity appreciation rights or phantom stock or other equity plans, except as indicated on the attached SCHEDULE 5.3(d). As of the Closing, no Person shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any equity interests of any Subsidiary, Subsidiary or any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securitiesits equity interests, (B) except as indicated on the attached SCHEDULE 5.3(e). To the best of Sellers' Knowledge, immediately prior to the Closing there are no restrictions on agreements between the transfer of any Subsidiaries' capital stock or other ownership interests, and (C) no capital stock or other ownership interest equityholders of any Subsidiary has been issued in violation or Affiliated Entity of the Company with respect to the voting or transfer of the equity interests of any foreignSubsidiary or Affiliated Entity of the Company to which the Company or any Subsidiary thereof is a party, federalexcept as set forth on the attached SCHEDULE 5.3(f). To the Sellers' Knowledge, state or local lawthe aggregate fair value of the Company's interest in the Affiliated Entities of the Company is less than $100,000.
Appears in 1 contract
Samples: Stock Purchase Agreement (Dura Automotive Systems Inc)
Subsidiaries; Investments. Each Company's subsidiaries and ------------------------- investments in any other corporation or business entity are listed in Schedule -------- 2.04 attached hereto (collectively, the "Subsidiaries" and, individually, each a ---- "Subsidiary"). Except as set forth in Schedule 2.04 on the ------------------------- "Subsidiaries Schedule" attached hereto, each ------------- Subsidiary is a duly organized, validly existing corporation the Company does not own or hold any ---------------------- shares of stock or any other security or interest in any other Person or any rights to acquire any such stock or other business entity in good standing under the laws security or interest. All of the jurisdiction of its incorporation or formation with full power authorized, issued and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. Except as disclosed in Schedule 2.04 attached hereto, all of the ------------- outstanding shares of capital stock of each Subsidiary are owned beneficially and of record by the relevant Company, free of or any lien, restriction other security or encumbrance and said shares have been duly and validly issued and are outstanding, fully paid and nonassessable. The copies interest of each of the Subsidiaries' Articles Company's Subsidiaries (the "Subsidiary Stock") and ---------------- the class and par value of Incorporation such Subsidiary Stock are set forth on the Subsidiaries Schedule. All of the issued and by-lawsoutstanding shares of Subsidiary --------------------- Stock have been duly authorized, are validly issued, fully paid, and nonassessable, and are held of record and beneficially by the Persons and in the amounts set forth on the Subsidiaries Schedule and are not subject to, nor were --------------------- they issued in violation of, any preemptive rights or rights of first refusal, and are owned of record and beneficially by the respective Persons as set forth on the Subsidiaries Schedule free and clear of all Liens. There are no --------------------- outstanding or authorized options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights or other organizational documentsagreements or commitments to which the Company or any of its Subsidiaries is a party or which are binding upon the Company or any of its Subsidiaries providing for the issuance, each as amended to date, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. None disposition or acquisition of any capital stock or equity securities of any of the Subsidiaries is in violation of any term of its Articles of Incorporation or by- laws (or comparable organizational documents)Company's Subsidiaries. Each Subsidiary is duly qualified to do business as a foreign corporation in each jurisdiction where (i) such Subsidiary conducts business and (ii) the laws of such jurisdiction require such qualification, and it is not required to be licensed or qualified to conduct its business or own its property in any other jurisdiction. Except as disclosed in Schedule 2.04 attached hereto, (A) there There are no outstanding ------------- warrantsor authorized equity appreciation, options phantom stock or similar rights with respect to the Company's Subsidiaries. There are no voting trusts, proxies or any other rights agreements or understandings with respect to purchase or acquire the voting of the Subsidiary Stock. Neither the Company nor any of the its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of capital stock or other ownership interests of any Subsidiary, or any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities, (B) there are no restrictions on the transfer of any Subsidiaries' capital stock or other ownership interests, and (C) no capital stock or other ownership interest of any Subsidiary has been issued in violation of any foreign, federal, state or local lawStock.
Appears in 1 contract
Samples: Purchase Agreement (National Equipment Services Inc)
Subsidiaries; Investments. Each The Company's direct and indirect ------------------------- subsidiaries and ------------------------- are listed on Schedule 2.05 attached hereto (collectively, the ------------- "Subsidiaries" and, individually, each a "Subsidiary"). The Company's ------------ ---------- investments in any other corporation or business entity are listed in on Schedule -------- 2.04 attached hereto (collectively, the "Subsidiaries" and, individually, each a ---- "Subsidiary")2.05. Except as set forth in Schedule 2.04 attached hereto, each ------------- Each Subsidiary is a duly organizedincorporated, validly existing corporation or ---- other business entity in good standing under the laws of the jurisdiction of its incorporation or formation with full the requisite corporate power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. Except as disclosed in on Schedule 2.04 attached hereto2.05, all of the ------------- outstanding shares of capital stock stock, shares or other ------------- equity ownership interest of each Subsidiary are owned beneficially and of record by the relevant Companypersons indicated on such schedule, free of any lien, restriction or encumbrance encumbrance, other than restrictions under federal, state or foreign securities laws and said shares have been duly and validly issued and are outstanding, fully paid and nonassessable. The copies of each of the Subsidiaries' Articles of Incorporation and by-laws, or other organizational documents, each as amended to date, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. None of the Subsidiaries is in violation of any term of its Articles of Incorporation or by- laws (or comparable organizational documents). Each Subsidiary is duly qualified to do business as a foreign corporation in each jurisdiction where (i) such Subsidiary conducts business and (ii) the laws of such jurisdiction require such qualification, and it is not required to be licensed or qualified to conduct its business or own its property in any other jurisdiction. Except as disclosed in Schedule 2.04 attached hereto, (A) there There are no outstanding ------------- warrants, options options, pre-emptive rights or other rights to purchase or acquire any of the shares of capital stock stock, shares or other ownership interests of any Subsidiary, or any outstanding securities convertible into such shares or ownership interests, outstanding warrants, options or other rights to acquire any such convertible securities. Except as set forth on Schedule 2.05, (B) there are no ------------- restrictions on the transfer of any Subsidiaries' Subsidiary's capital stock stock, shares or other ownership interests, and (C) no capital stock or other ownership interest of any Subsidiary has been issued in violation of any foreign, than under applicable federal, state or local lawforeign securities laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integrated Circuit Systems Inc)
Subsidiaries; Investments. Each Company's subsidiaries The SUBSIDIARY SCHEDULE sets forth for each Subsidiary of the Company (i) its name and ------------------------- investments in any other corporation or business entity are listed in Schedule -------- 2.04 attached hereto jurisdiction of incorporation, (collectivelyii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and outstanding shares of each class of its capital stock, the "Subsidiaries" and, individually, each a ---- "Subsidiary"). Except as set forth in Schedule 2.04 attached hereto, each ------------- Subsidiary is a duly organized, validly existing corporation or other business entity in good standing under the laws names of the jurisdiction holders thereof, and the number of shares held by each such holder, and (iv) the number of shares of its incorporation or formation with full power and authority to own or lease its properties and to conduct its business capital stock held in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conductedtreasury. Except as disclosed in Schedule 2.04 attached hereto, all All of the ------------- issued and outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and are owned beneficially validly issued, fully paid, and nonassessable. Either the Company or one of its Subsidiaries holds of record by and owns beneficially all of the relevant outstanding shares of each Subsidiary of the Company, free and clear of any lienrestrictions on transfer (other than restrictions under the Securities Act and state securities laws), restriction taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. There are no outstanding or encumbrance and said shares have been duly and validly issued and are outstandingauthorized options, fully paid and nonassessable. The copies of each of the Subsidiaries' Articles of Incorporation and by-lawswarrants, purchase rights, subscription rights, conversion rights, exchange rights, or other organizational documentscontracts or commitments that could require any of the Company and its Subsidiaries to sell, each transfer, or otherwise dispose of any capital stock of any of its Subsidiaries or that could require any Subsidiary of the Company to issue, sell, or otherwise cause to become outstanding any of its own capital stock. Except as amended set forth on the SUBSIDIARY SCHEDULE, there are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to dateany Subsidiary of the Company. There are no voting trusts, and heretofore delivered proxies, or other agreements or understandings with respect to Buyer's counsel, are complete and correct, and no amendments thereto are pendingthe voting of any capital stock of any Subsidiary of the Company. None of the Company and its Subsidiaries is controls directly or indirectly or has any direct or indirect equity participation in violation of any term of its Articles of Incorporation corporation, partnership, trust, or by- laws (or comparable organizational documents). Each Subsidiary is duly qualified to do other business as a foreign corporation in each jurisdiction where (i) such Subsidiary conducts business and (ii) the laws of such jurisdiction require such qualification, and it association which is not required to be licensed or qualified to conduct its business or own its property in any other jurisdiction. Except as disclosed in Schedule 2.04 attached hereto, (A) there are no outstanding ------------- warrants, options or other rights to purchase or acquire any a Subsidiary of the shares of capital stock or other ownership interests of any Subsidiary, or any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities, (B) there are no restrictions on the transfer of any Subsidiaries' capital stock or other ownership interests, and (C) no capital stock or other ownership interest of any Subsidiary has been issued in violation of any foreign, federal, state or local lawCompany.
Appears in 1 contract
Subsidiaries; Investments. Each Company's subsidiaries and ------------------------- investments in any other corporation or business entity are listed in (a) Schedule -------- 2.04 attached hereto (collectively4.5(a) sets forth the name of each Subsidiary, and, with respect to each Subsidiary, the "Subsidiaries" andjurisdiction in which it is incorporated or organized, individuallythe jurisdictions, if any, in which it is qualified to do business, the number of shares of its authorized capital stock, the number and class of shares thereof duly issued and outstanding, the names of all stockholders or other equity owners and the number of shares of stock owned by each a ---- "Subsidiary")stockholder or the amount of equity owned by each equity owner. Except as set forth in Schedule 2.04 attached hereto, each ------------- Each Subsidiary is a duly organized, organized and validly existing corporation or other business entity in good standing under the laws of the jurisdiction of its incorporation or formation with full power organization and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. Except as disclosed in Schedule 2.04 attached hereto, all of the ------------- outstanding shares of capital stock of each Subsidiary are owned beneficially and of record by the relevant Company, free of any lien, restriction or encumbrance and said shares have been duly and validly issued and are outstanding, fully paid and nonassessable. The copies of each of the Subsidiaries' Articles of Incorporation and by-laws, or other organizational documents, each as amended to date, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. None of the Subsidiaries is in violation of any term of its Articles of Incorporation or by- laws (or comparable organizational documents). Each Subsidiary is duly qualified or authorized to do business as a foreign corporation or entity and is in each jurisdiction where (i) such Subsidiary conducts business and (ii) good standing under the laws of such each jurisdiction require such qualification, and it is not required to be licensed or qualified to in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where failure to so qualify would not have a Company Material Adverse Effect. Each Subsidiary has all requisite corporate or entity power and authority to own its property in properties and carry on its business as presently conducted. The outstanding shares of capital stock or equity interests of each Subsidiary have been validly issued and are fully paid and non- assessable, and all such shares or other equity interests represented as being owned by the Company are owned by it free and clear of any other jurisdictionand all Liens, except for restrictions on transfer arising under applicable securities Laws or as set forth on Schedule 4.5(a). No shares of capital stock are held by any Subsidiary as treasury stock. Except as disclosed in set forth on Schedule 2.04 attached hereto4.5(a), (A) there is no existing option, warrant, call, right or Contract to which any Subsidiary is a party requiring, and there are no convertible securities of any Subsidiary outstanding ------------- warrantswhich upon conversion would require, options or other rights to purchase or acquire the issuance of any of the shares of capital stock or other ownership equity interests of any Subsidiary or other securities convertible into shares of capital stock or other equity interests of any Subsidiary, or any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities, (B) there are no restrictions on the transfer of any Subsidiaries' capital stock or other ownership interests, and (C) no capital stock or other ownership interest of any Subsidiary has been issued in violation of any foreign, federal, state or local law.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Knot Inc)
Subsidiaries; Investments. Each Company's subsidiaries and ------------------------- investments in any other corporation or business entity are listed in Schedule -------- 2.04 attached hereto (collectively, the "Subsidiaries" and, individually, each a ---- "Subsidiary"). Except as set forth in Schedule 2.04 attached heretoSection ------------ ------------------------- 3.05 of the Disclosure Schedule, each ------------- Subsidiary is a duly organizedCHCI neither owns nor has any direct or indirect ownership interest in or control over any corporation, validly existing corporation partnership, joint venture, limited liability company or partnership or other business entity of any kind. The Persons listed in good standing under the laws Section 3.05 of the jurisdiction Disclosure Schedule that CHCI owns or has any direct or indirect ownership interest in or control over immediately following the Spin Off are hereinafter sometimes referred to collectively as the "CHCI Subsidiaries" and individually, a "CHCI Subsidiary," and all Persons listed on Section 3.05 of its incorporation or formation with full power and authority the Disclosure Schedule are hereinafter sometimes referred to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. collectively as "All CHCI Subsidiaries." Except as disclosed set forth in Schedule 2.04 attached hereto, all Section 3.05 of the ------------- Disclosure Schedule, (i) CHCI owns directly or indirectly each of the outstanding shares of capital stock or all of the partnership or other equity interests of each Subsidiary are owned beneficially and of record by the relevant CompanyCHCI Subsidiaries; (ii) each of the outstanding shares of capital stock in each of the CHCI Subsidiaries having corporate form is duly authorized, free of any lien, restriction or encumbrance and said shares have been duly and validly issued and are outstandingissued, fully paid and nonassessable. The copies of ; (iii) each of the Subsidiaries' Articles outstanding shares of Incorporation and by-lawscapital stock of, or partnership or other organizational documentsequity interests in, each as amended to date, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. None of the CHCI Subsidiaries is owned, directly or indirectly, by CHCI free and clear of all liens, pledges, security interests, claims or other encumbrances; and (iv) following the Spin Off, CHCI will neither own nor have any direct or indirect ownership interest in violation or control over any corporation, partnership, joint venture or other entity of any term kind other than the CHCI Subsidiaries. The following information for each CHCI Subsidiary as of its Articles the date hereof is set forth in Section 3.05 of Incorporation or by- laws (or comparable organizational documents). Each Subsidiary is duly qualified to do business as a foreign corporation in each jurisdiction where the Disclosure Schedule: (i) such Subsidiary conducts business its name and jurisdiction of incorporation or organization; (ii) the laws of such jurisdiction require such qualification, and it is not required to be licensed its authorized capital stock or qualified to conduct its business share capital or own its property in any other jurisdiction. Except as disclosed in Schedule 2.04 attached hereto, (A) there are no outstanding ------------- warrants, options partnership or other rights to purchase interests; (iii) the name of each stockholder or acquire any owner of a partnership or other equity interest and the number of issued and outstanding shares of capital stock or other share capital or percentage ownership interests of any Subsidiary, or any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities, (B) there are no restrictions on the transfer of any Subsidiaries' capital stock or other ownership interests, for non-corporate entities held by it; and (Civ) no capital stock the name of the general partner or other ownership interest of any Subsidiary has been issued in violation of any foreignpartners, federal, state or local lawif applicable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Patriot American Hospitality Operating Co\de)
Subsidiaries; Investments. Each Company's subsidiaries Except as set forth on Schedule 4.6, Company does not own, directly or indirectly, any Subsidiaries and ------------------------- investments does not, directly or indirectly, own any Equity Interests in any Person. Company has delivered or otherwise made available correct and complete copies of the Organizational Documents, minute books and ownership records of each Person in Company Group and correct and complete copies in all material respects of all documents governing the Equity Interests in any Equity Affiliate owned as of the Closing by any Person in Company Group to Buyer for review. The authorized capital stock, partnership interest, membership interest or other corporation or business entity are listed in Schedule -------- 2.04 attached hereto ownership interest (collectively, the "Subsidiaries" and“Equity Interests”), individuallyas applicable, both as of the date of this Agreement and as of the Closing Date, of each a ---- "Subsidiary")Person in Company Group and the owners thereof are set forth on Schedule 4.6. Except All of the outstanding Equity Interests of each Subsidiary of Company are duly authorized, validly issued, fully paid and nonassessable. All Equity Interests of each Subsidiary of Company are owned of record and beneficially as set forth on Schedule 4.6 and are free and clear of Liens, other than restrictions under applicable Securities Laws or other applicable foreign Laws. All Equity Interests of each Equity Affiliate owned by any Person in Company Group are owned of record and beneficially as set forth on Schedule 2.04 attached hereto4.6 and, except as set forth on Schedule 4.6, are free and clear of Liens, other than restrictions under applicable Securities Laws or other applicable foreign Laws. As of the Effective Time, except as may have been created by Buyer or its Affiliates prior to the Closing or as may be required under employment agreements disclosed on Schedule 4.22 with respect to Equity Rights that may be created by Buyer or its Affiliates after the Closing, there will be no outstanding Equity Rights to acquire any Equity Interests of any Subsidiary of Company or Phantom Equity Rights with respect to any Subsidiary of Company. The outstanding Equity Interests of each ------------- Subsidiary of Company and, to the Knowledge of Seller, of each Equity Affiliate, were not issued in violation of any preemptive or similar right of any Person and have not been transferred in violation of, and are not currently subject to, any right of first refusal or similar right of any Person. The outstanding Equity Interests of each Subsidiary of Company and, to the Knowledge of Seller, of each Equity Affiliate, are not subject to any voting trust, proxy or other voting agreement or understanding with respect to the voting of such Equity Interests. All outstanding Equity Interests of each Subsidiary of Company and, to the Knowledge of Seller, of each Equity Affiliate, have been issued in transactions exempt from registration under the Securities Laws, and neither Company nor any Subsidiary of Company has violated any Securities Laws in connection with the issuance of any such Equity Interests. Each Subsidiary of Company is a Person duly organized, validly existing corporation or other business entity and in good standing under the laws of the jurisdiction its place of its incorporation or formation with full formation. Each Subsidiary of Company has all requisite power and authority to own or lease its properties Assets and to conduct its business in the manner and in the places where such properties are owned or leased or such business as it is currently conducted or proposed to be being conducted. Except as disclosed in Schedule 2.04 attached hereto, all of the ------------- outstanding shares of capital stock of each Subsidiary are owned beneficially and of record by the relevant Company, free of any lien, restriction or encumbrance and said shares have been duly and validly issued and are outstanding, fully paid and nonassessable. The copies of each of the Subsidiaries' Articles of Incorporation and by-laws, or other organizational documents, each as amended to date, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. None of the Subsidiaries is in violation of any term of its Articles of Incorporation or by- laws (or comparable organizational documents). Each Subsidiary of Company is duly qualified and authorized to do transact business as a foreign corporation and is in good standing in each jurisdiction where (i) such Subsidiary conducts business and (ii) the laws of such jurisdiction require such qualification, and it qualification is not required to be licensed or qualified to conduct its business or own its property in any other jurisdiction. Except as disclosed in it is currently conducted, all of which jurisdictions are listed on Schedule 2.04 attached hereto, (A) there are no outstanding ------------- warrants, options or other rights to purchase or acquire any of the shares of capital stock or other ownership interests of any Subsidiary, or any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities, (B) there are no restrictions on the transfer of any Subsidiaries' capital stock or other ownership interests, and (C) no capital stock or other ownership interest of any Subsidiary has been issued in violation of any foreign, federal, state or local law4.6.
Appears in 1 contract
Subsidiaries; Investments. Each Company's subsidiaries (a) Schedule 6.4(a) sets forth the name and ------------------------- investments in the jurisdiction of organization of each NBC Material Subsidiary, the authorized and issued and outstanding capital stock or other equity securities of each such NBC Material Subsidiary and the number of shares of capital stock or other equity securities and the percentage ownership of each such NBC Material Subsidiary held by NBC or any other corporation or business entity are listed in Schedule -------- 2.04 attached hereto (collectively, the "Subsidiaries" and, individually, each a ---- "Subsidiary")NBC Company. Except as set forth in Schedule 2.04 attached hereto, each ------------- Each NBC Material Subsidiary is a duly organized, validly existing corporation or other business entity and, where applicable, in good standing under the laws Laws of the its jurisdiction of its incorporation organization, with the corporate or formation with full other power and authority to own or lease and operate its properties and to conduct own and operate its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be as now conducted. Except as disclosed in Schedule 2.04 attached hereto, all of the ------------- outstanding shares of capital stock of each Subsidiary are owned beneficially and of record by the relevant Company, free of any lien, restriction or encumbrance and said shares have been duly and validly issued and are outstanding, fully paid and nonassessable. The copies of each of the Subsidiaries' Articles of Incorporation and by-laws, or other organizational documents, each as amended to date, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. None of the Subsidiaries is in violation of any term of its Articles of Incorporation or by- laws (or comparable organizational documents). Each Subsidiary is duly qualified to do business as a foreign corporation and, where applicable, in good standing in each jurisdiction where (i) such Subsidiary conducts business and (ii) the laws nature of such jurisdiction require such qualification, and it is not required to be licensed or qualified to conduct its business or own its property properties makes such qualification necessary, except where the failure to be so qualified or in any other jurisdictiongood standing would not, individually or in the aggregate, reasonably be expected to have a NBC Material Adverse Effect. Except as disclosed in set forth on Schedule 2.04 attached hereto6.4(a), (A) there are no outstanding ------------- warrants, options or other rights to purchase or acquire any all of the outstanding shares of capital stock or other ownership interests securities of each NBC Material Subsidiary are validly issued, fully paid and nonassessable, and NBC or another NBC Company, as the case may be, owns such shares, free and clear of any Subsidiary, or any outstanding Liens (other than restrictions under the Securities Act and other applicable securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securitiesLaws). Except as set forth on Schedule 6.4(a), (Bi) there are no restrictions on the transfer capital calls, warrants, options, agreements, subscriptions, convertible or exchangeable securities, rights of first refusal or first offer, preemptive rights, calls, puts or other commitments or obligations pursuant to which any Subsidiaries' NBC Material Subsidiary is or may become obligated to issue, sell, purchase, return or redeem, or any other Person is or may become obligated to purchase, any shares of capital stock or other ownership interestsequity security of such NBC Material Subsidiary, (ii) no equity securities of such NBC Material Subsidiary are reserved for issuance for any purpose and (Ciii) no capital stock none of the NBC Companies or other ownership interest any of their respective Affiliates that is a stockholder of such NBC Material Subsidiary is a party to any Contract for the sale of or is otherwise obligated to sell, transfer or otherwise dispose of any Subsidiary has been issued in violation equity securities, or any securities convertible into or exchangeable for any equity securities, of any foreign, federal, state or local lawsuch NBC Material Subsidiary.
Appears in 1 contract
Subsidiaries; Investments. Each Company's subsidiaries and ------------------------- investments in any other corporation or business entity are listed in Schedule -------- 2.04 attached hereto (collectively, ---- the "Subsidiaries" and, individually, each a ---- "Subsidiary"). Except as set forth in Schedule 2.04 attached hereto, each ------------- Subsidiary is a duly organized, validly ------------- existing corporation or other business entity in good standing under the laws of the jurisdiction of its incorporation or formation with full power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. Except as disclosed in Schedule 2.04 attached hereto, all of the ------------- outstanding shares of capital stock ------------- of each Subsidiary are owned beneficially and of record by the relevant Company, free of any lien, restriction or encumbrance and said shares have been duly and validly issued and are outstanding, fully paid and nonassessable. The copies of each of the Subsidiaries' Articles of Incorporation and by-laws, or other organizational documents, each as amended to date, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. None of the Subsidiaries is in violation of any term of its Articles of Incorporation or by- by-laws (or comparable organizational documents). Each Subsidiary is duly qualified to do business as a foreign corporation in each jurisdiction where (i) such Subsidiary conducts business and (ii) the laws of such jurisdiction require such qualification, and it is not required to be licensed or qualified to conduct its business or own its property in any other jurisdiction. Except as disclosed in Schedule 2.04 attached hereto, (A) there ------------- are no outstanding ------------- warrants, options or other rights to purchase or acquire any of the shares of capital stock or other ownership interests of any Subsidiary, or any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities, (B) there are no restrictions on the transfer of any Subsidiaries' capital stock or other ownership interests, and (C) no capital stock or other ownership interest of any Subsidiary has been issued in violation of any foreign, federal, state or local law.
Appears in 1 contract
Subsidiaries; Investments. Each Company's subsidiaries and ------------------------- investments in any other corporation or business entity are listed in Schedule -------- 2.04 attached hereto (collectively, the "Subsidiaries" and, individually, each a ---- "Subsidiary"). Except as set forth in on Schedule 2.04 5.4 attached ------------------------- ------------ hereto, each ------------- neither Pell Xxxxxx, Xxxxxxxxxx nor any Subsidiary is a duly organized, validly existing corporation of Pell Xxxxxx or Xxxxxxxxxx owns or holds any shares of stock or any other security or interest in any other Person or any rights to acquire any such stock or other business entity in good standing under the laws security or interest. All of the jurisdiction of its incorporation or formation with full power authorized, issued and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. Except as disclosed in Schedule 2.04 attached hereto, all of the ------------- outstanding shares of capital stock of each of the Subsidiaries identified on Schedule 5.4 (the "Subsidiary Stock") ------------ ---------------- and the class and par value of such Subsidiary Stock are owned beneficially set forth on such Schedule. All of the issued and outstanding shares of record by the relevant Company, free of any lien, restriction or encumbrance and said shares Subsidiary Stock have been duly authorized, are validly issued, fully paid, and validly issued nonassessable, and are outstandingheld of record and beneficially by the Persons and in the amounts set forth on Schedule 5.4 and are not subject to, fully paid nor were they issued in violation of, any ------------ preemptive rights or rights of first refusal, and nonassessableare owned of record and beneficially by the respective Persons as set forth on such Schedule free and clear of all Liens (except as otherwise set forth on such Schedule). The copies There are no outstanding or authorized options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which any Subsidiary identified on Schedule 5.4 is a party or which are binding ------------ upon any of each the Subsidiaries providing for the issuance, disposition or acquisition of any capital stock of any of the Subsidiaries' Articles . There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Subsidiaries. There are no voting trusts, proxies or any other agreements or understandings with respect to the voting of Incorporation and by-laws, or other organizational documents, each as amended to date, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pendingthe Subsidiary Stock. None of the Subsidiaries is in violation of subject to any term of its Articles of Incorporation obligation (contingent or by- laws (otherwise) to repurchase or comparable organizational documents). Each Subsidiary is duly qualified to do business as a foreign corporation in each jurisdiction where (i) such Subsidiary conducts business and (ii) the laws of such jurisdiction require such qualification, and it is not required to be licensed otherwise acquire or qualified to conduct its business or own its property in retire any other jurisdiction. Except as disclosed in Schedule 2.04 attached hereto, (A) there are no outstanding ------------- warrants, options or other rights to purchase or acquire any of the shares of capital stock or other ownership interests of any Subsidiary, or any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities, (B) there are no restrictions on the transfer of any Subsidiaries' capital stock or other ownership interests, and (C) no capital stock or other ownership interest of any Subsidiary has been issued in violation of any foreign, federal, state or local lawStock.
Appears in 1 contract
Subsidiaries; Investments. Each Company's subsidiaries and ------------------------- investments in any other corporation or business entity are listed in Schedule -------- 2.04 attached hereto (collectively, the "Subsidiaries" and, individually, each a ---- "Subsidiary"). Except as set forth in Schedule 2.04 on the attached hereto------------------------- Investments and Subsidiaries Schedule, each ------------- Subsidiary is a duly organizedneither the Company nor its Subsidiaries ------------------------------------- own or hold the right to acquire any capital stock, validly existing corporation partnership interest, joint venture interest or other business entity equity ownership interest in any other Person. Each Subsidiary identified on the Investments and Subsidiaries Schedule is validly ------------------------------------- existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full incorporation, has all requisite power and authority to own or lease its properties and to conduct carry on its businesses as now conducted and is qualified to do business in every jurisdiction when such qualification is required, except when the manner lack of such qualification would not have a Material Adverse Effect in which its ownership of property or the conduct of businesses as now conducted requires it to qualify. The issued and in outstanding equity securities of each Subsidiary is as set forth on the places where such properties are owned or leased or such business is currently conducted or proposed to be conductedInvestments and Subsidiaries Schedule. Except as disclosed in Schedule 2.04 attached heretoset forth ------------------------------------- on the Investments and Subsidiaries Schedule, all of the ------------- issued and outstanding shares of capital stock ------------------------------------- equity securities of each Subsidiary are owned beneficially and of record by the relevant Company, free of any lien, restriction or encumbrance and said shares have been duly authorized, are validly issued, fully paid, and validly issued nonassessable, and are outstandingnot subject to, fully paid nor were they issued in violation of, any preemptive rights or rights of first refusal, and nonassessable. The copies of each are (or as of the Subsidiaries' Articles Closing will be) owned of Incorporation record and by-lawsbeneficially by the Company or another Subsidiary free and clear of all Encumbrances. There are no outstanding or authorized options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights or other organizational documentsagreements or commitments to which any Subsidiary is a party or which are binding upon any Subsidiary providing for the issuance, each as amended disposition or acquisition of any of its equity securities. There are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to dateany Subsidiary. There are no voting trusts, and heretofore delivered proxies or any other agreements or understandings with respect to Buyer's counsel, are complete and correct, and no amendments thereto are pending. None the voting of the Subsidiaries is in violation equity securities of any term Subsidiary. No Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Articles of Incorporation or by- laws (or comparable organizational documents). Each Subsidiary is duly qualified to do business as a foreign corporation in each jurisdiction where (i) such Subsidiary conducts business and (ii) the laws of such jurisdiction require such qualification, and it is not required to be licensed or qualified to conduct its business or own its property in any other jurisdictionequity securities. Except as disclosed in Schedule 2.04 attached hereto, (A) there are no outstanding ------------- warrants, options or other rights to purchase or acquire any of the shares of capital stock or other ownership interests of any Subsidiary, or any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities, (B) there are no restrictions set forth on the transfer of Investments and --------------- Subsidiaries Schedule, the Company does not have any Subsidiaries' capital stock or other ownership interests, and (C) no capital stock or other ownership interest of obligation to make any Subsidiary has been issued --------------------- additional Investments in violation of any foreign, federal, state or local lawPerson.
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