Subsidiaries of the Companies Sample Clauses

Subsidiaries of the Companies. (a) The Covered Subsidiaries, which comprise all of the subsidiaries of the Companies, are wholly-owned subsidiaries of each respective Company as set forth on Schedule 4.25(a), and are duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to conduct their business as it is now being conducted, except for those licenses, authorizations, permits, consents, and approvals the absence of which would not be material. Each Covered Subsidiary is duly qualified to do business as a foreign entity and is in good standing (to the extent applicable) under the Laws of each state or other jurisdiction in which the nature of the activities conducted by it makes such qualification or licensing necessary, except in those jurisdictions where failure to be so qualified or licensed would not constitute a Material Adverse Effect. Each Covered Subsidiary and its respective jurisdiction of organization and qualification is identified on Schedule 4.25(a). Except as set forth in Schedule 4.25(a), the Companies and the Covered Subsidiaries do not, directly or indirectly, own any Interest in any other Person.
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Subsidiaries of the Companies. No Company owns, directly or indirectly, any capital stock or other Equity Interests in any Person.
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Subsidiaries of the Companies. (a) Schedule 3.04(a) lists the Company Subsidiaries and the percentage ownership of each by each Company. Except for the Company Subsidiaries disclosed in Schedule 3.04(a), the Company does not own any equity interests in any Person.
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Subsidiaries of the Companies. Section 3.03 of the Seller Disclosure Letter sets forth the authorized capitalization of each Subsidiary of the Companies (other than the Excluded Entity), the number of shares of capital stock of or other Equity Interests in each such Subsidiary and the record and beneficial owners thereof, such Subsidiary’s jurisdiction of organization and the percentage of its Equity Interests directly or indirectly held by the Companies. Other than with respect to the Excluded Entity, all of the outstanding shares of capital stock or other Equity Interests of each Subsidiary of the Companies directly or indirectly held by the Companies are duly authorized, validly issued, fully paid and nonassessable, were not issued in violation of any applicable Law or preemptive or other similar rights and are owned by the Companies or by another Subsidiary of the Companies (other than the Excluded Entity) free and clear of Liens, other than any Permitted Liens. There are no bonds, debentures, notes or other indebtedness of any of the Subsidiaries of the Companies (other than the Excluded Entity) having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matters which holders of shares of capital stock or other Equity Interests of such Subsidiaries may vote (“Voting Subsidiary Debt”). There are no options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which any Subsidiary of the Companies (other than the Excluded Entity) is party or by which any such Subsidiary is bound (A) obligating any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other Equity Interests in any such Subsidiary, or any security convertible into, or exercisable or exchangeable for, any capital stock of or other Equity Interest in any such Subsidiary or any Voting Subsidiary Debt or (B) obligating any such Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking (each, a “Subsidiary Stock Right”). There are no other agreements to which any Subsidiary of the Companies (other than the Excluded Entity) is a party, or among the holders of shares of capital stock of or other Equity Interests in such Subsidiaries, with respect...
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Subsidiaries of the Companies. (a) As of the date hereof, such Company does not have any direct or indirect Subsidiaries and at the Closing the only direct or indirect Subsidiaries of the Companies will be the Pre-Closing Reorganization Entities. Each of such Company’s Pre-Closing Reorganization Entities will be duly formed or organized and validly existing under the laws of its respective jurisdiction of incorporation or organization and will have the power and authority to own or lease its properties and to conduct its business as now being conducted, except where the failure to be so formed, organized or existing, or to have such power and authority, would not reasonably be expected to have a Company Material Adverse Effect. Prior to the Closing, such Company shall provide to Parent or its representatives true and complete copies of the organizational documents of that Company’s Pre-Closing Reorganization Entities.
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Subsidiaries of the Companies. Except as set forth in Section 4.3.6 of the Disclosure Letter, none of the Companies own or control any direct or indirect interest (or have any direct or indirect equity participation) in any corporation, joint venture, partnership, association or other entity.
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Subsidiaries of the Companies. April does not own any shares of any corporation and has no interest in any partnership, limited liability company, joint venture or other legal entity, except for the Joint Ventures and as described on Exhibit B.
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Subsidiaries of the Companies. Each Subsidiary of the Companies is a legal entity duly organized, validly existing and in good standing (if such concept is applicable) under the laws of its jurisdiction of organization, has all requisite corporate or other similar legal power to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except where the failure to be so qualified would not have a Business Material Adverse Effect. Section 4.3 of the Seller Disclosure Schedule contains a true and complete list of the Subsidiaries of the Companies and sets forth, with respect to each such Subsidiary, the jurisdiction of formation, the authorized, issued and outstanding capital stock or other similar equity interests of such Subsidiary and the owner of record of such issued and outstanding capital stock or other equity interests. All of the issued and outstanding capital stock or other equity interests of the Subsidiaries of the Companies are duly authorized, validly issued, fully paid and nonassessable and free and clear of all Liens. The capital stock or other similar equity interests of the Subsidiaries of the Companies are not subject to any voting trust agreement or other Contract restricting or otherwise relating to the voting, dividend rights or disposition of such capital stock or equity interests. Other than such capital stock or equity interests and as set forth in Section 4.3 of the Seller Disclosure Schedule, the Subsidiaries of the Companies do not have issued and outstanding any capital stock or other equity interests or any other securities, options, warrants or other rights exercisable or exchangeable for or convertible into capital stock or other equity interests of such Subsidiaries.
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Subsidiaries of the Companies. Other than the Company’s interest in B&N LLC and B&N LLC’s 100% interest in BookQuest LLC, the Companies do not own, directly or indirectly, any equity securities of any other Person.
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Related to Subsidiaries of the Companies

  • Subsidiaries of the Company The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement.

  • Deliveries of the Company (a) Concurrently herewith, the Company is delivering to the Parent this Agreement executed by the Company.

  • Agreements of the Company The Company agrees with the several Underwriters as follows:

  • Other Subsidiaries Except where a failure to satisfy such representation would not have a Material Adverse Effect, each of the Subsidiaries of the Borrower (other than the Subsidiary Guarantors) (i) is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, (ii) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated and (iii) is in good standing and is duly authorized to do business in each jurisdiction where Real Estate owned or leased by it is located (to the extent such authorization is required by Applicable Law).

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Affiliates and Subsidiaries Borrower's affiliates and subsidiaries (those entities in which Borrower has either a controlling interest or at least a 25% ownership interest) and their addresses, and the names of Borrower's principal shareholders, are as provided on a schedule delivered to Bank on or before the date of this Agreement.

  • Subsidiaries; Joint Ventures Schedule 4.12 contains a complete and accurate list of (a) all Subsidiaries of the Borrower, including, with respect to each Subsidiary, (i) its state of incorporation, (ii) all jurisdictions (if any) in which it is qualified as a foreign corporation, foreign limited liability company or foreign limited partnership, as applicable, (iii) the number of shares of its Capital Stock outstanding, (iv) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary and (v) whether such Subsidiary is a Guarantor or an Unrestricted Subsidiary (and, if it is an Unrestricted Subsidiary, whether it is a Financial Services Subsidiary), and (b) each Joint Venture, including, with respect to each such Joint Venture, (i) its jurisdiction of organization, (ii) all other jurisdictions in which it is qualified as a foreign entity and (iii) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary. All the outstanding shares of Capital Stock of each Subsidiary of the Borrower are validly issued, fully paid and nonassessable, except as otherwise provided by state wage claim laws of general applicability. All of the outstanding shares of Capital Stock of each Subsidiary owned by the Borrower or another Subsidiary as specified in Schedule 4.12 are owned free and clear of all Liens, security interests, equity or other beneficial interests, charges and encumbrances of any kind whatsoever, except for Permitted Liens. Neither the Borrower nor any other Loan Party owns of record or beneficially any shares of the Capital Stock or other equity interests of any Subsidiary that is not a Guarantor, except Unrestricted Subsidiaries.

  • Parent Subsidiaries (a) All the outstanding shares of capital stock or voting securities of, or other equity interests in, each Parent Subsidiary have been validly issued and are fully paid and nonassessable and are owned by Parent, by another Parent Subsidiary or by Parent and another Parent Subsidiary, free and clear of all material pledges, liens, charges, mortgages, deeds of trust, rights of first offer or first refusal, options, encumbrances and security interests of any kind or nature whatsoever (collectively, with covenants, conditions, restrictions, easements, encroachments, title retention agreements or other third party rights or title defect of any kind or nature whatsoever, “Liens”), and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities laws.

  • Subsidiaries and Affiliates of Borrower To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates.

  • Company’s Subsidiaries The Company has Previously Disclosed a true, complete and correct list of all of its subsidiaries as of the date of this Agreement (individually, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”), and all shares of the outstanding capital stock of each of the Company Subsidiaries are owned directly or indirectly by the Company. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. All of the issued and outstanding shares of capital stock (or equivalent interests of entities other than corporations) of each of the Company Subsidiaries are duly authorized and validly issued, fully paid and nonassessable and are owned, directly or indirectly, by the Company free and clear of any lien, adverse right or claim, charge, option, pledge, covenant, title defect, security interest or other encumbrances of any kind (“Liens”) with respect thereto. Neither the Company nor any of the Company Subsidiaries is a party to any right of first refusal, right of first offer, proxy, voting agreement, voting trust, registration rights agreement, or shareholders agreement with respect to the sale or voting of any securities of any Company Subsidiary. Each Company Subsidiary is an entity duly organized, validly existing, duly qualified to do business and in good standing under the laws of its jurisdiction of organization, and has corporate or other appropriate organizational power and authority to own or lease its properties and assets and to carry on its business as it is now being conducted, except as would not reasonably be expected to have a Material Adverse Effect on the Company. Except in respect of the Company Subsidiaries, the Company does not own beneficially, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any partnership or party to any joint venture. The Company Bank is duly organized and validly existing as an Oregon state-chartered commercial bank and its deposit accounts are insured by the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due. The Company has furnished or made available to the Investor, prior to the date hereof, true, correct and complete copies of the charter and bylaws of the Company Bank as amended through the date of this Agreement.

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