Subsidiaries; Other Investments. (a) SCHEDULE 2.3 sets forth for each corporation, limited liability company or other business enterprise with respect to which the Company, directly or indirectly, has the power to vote or direct the voting of a sufficient amount of the ownership interest to elect all of the directors or other persons who manage such enterprise (a "Subsidiary"), its name and jurisdiction of organization and the type, number and percentage of ownership interest owed by the Company.
(b) Each Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Except as set forth in SCHEDULE 2.3, each Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not, individually or in the aggregate, have a material adverse effect on the Company's business. Each Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Except as disclosed in SCHEDULE 2.3, the Company has delivered to Buyer correct and complete copies of the organizational documents including, without limitation, certificates of incorporation, certificates of formation, bylaws, operating agreements and partnership agreements (collectively referred to herein as "Organizational Documents") of each Subsidiary, as amended to date. All interest in each Subsidiary that is owned of record or beneficially by the Company is owned free and clear of any Encumbrances. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or any Subsidiary is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any interest in any Subsidiary. No Subsidiary is in default under or in violation of any provision of its Organizational Documents.
(c) Except as set forth in SCHEDULE 2.3, the Company does not control directly or indirectly or have any direct or indirect equity or similar participation in any corporation, limited liability company, joint venture, partnership, trust or other business enterprise which is not a Subsidiary.
Subsidiaries; Other Investments. Except for Photoelectron (Europe) Ltd., a wholly owned subsidiary of the Company organized under the laws of England, the Company has no subsidiaries or other material investments in capital stock of other corporations.
Subsidiaries; Other Investments. Except as disclosed in SCHEDULE 4.4 hereto, neither Seller owns, directly or indirectly, any capital stock or ownership interest of any corporation or other business organization. Except as disclosed in SCHEDULE 4.4 hereto, neither of the Sellers is a partner or participant in any joint venture or partnership of any kind.
Subsidiaries; Other Investments. Except as set forth in ------------------------------- Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, -------------- directly or indirectly, any capital stock or other ownership interest in any Person. Section 3.1(b) of the Company Disclosure Schedule contains a complete -------------- and accurate list of the Company's direct and indirect subsidiaries. The Company's subsidiaries are all corporations and are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and have the requisite corporate power and authority to carry on their respective businesses as they are now being conducted and to own, operate and lease the assets they now own, operate or hold under lease. The Company's subsidiaries are duly qualified to do business and are in good standing in each jurisdiction in which the nature of their respective businesses or the ownership or leasing of their respective properties makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or in good standing would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, all the outstanding shares -------------- of capital stock of the Company's subsidiaries are owned by the Company or its subsidiaries and have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any preemptive rights or other preferential rights of subscription or purchase of any Person other than those that have been waived or otherwise cured or satisfied. Except as may be set forth in Section 3.1(e) of the Company Disclosure Schedule, all such -------------- stock and ownership interests are owned of record and beneficially by the Company or by a direct or indirect wholly owned subsidiary of the Company, free and clear of all liens, pledges, security interests, charges, claims, rights of third parties and other encumbrances of any kind or nature ("Liens"). -----
Subsidiaries; Other Investments. 6 2.3 Stock Ownership and Foreign Affiliates........................... 6 2.4 Authorization of Transaction..................................... 6 2.5 Present Compliance with Obligations and Laws..................... 7 2.6 No Conflict of Transaction With Obligations and Laws............. 7 2.7 Financial Statements............................................. 8 2.8 Absence of Undisclosed Liabilities............................... 8 2.9 Conduct of Business; Absence of Certain Changes.................. 8 ____________________________________________________________________________ (i) 2.10 Payment of Taxes................................................ 9
Subsidiaries; Other Investments. Domain Manufacturing SARL (the ------------------------------- "Subsidiary") is a corporation organized under the laws of the Republic of France all of the capital stock of which is owned by Seller. Other than the Subsidiary, Seller does not own, directly or indirectly, any capital stock of any corporation or any equity interest in any other form of business enterprise, and it is not a partner or participant in any joint venture or partnership of any kind.
Subsidiaries; Other Investments. 6 4.5 Litigation . . . . . . . . . . . . . . . . . . . . . . . . 6 4.6
Subsidiaries; Other Investments. Company has no subsidiaries other then Newco or other investment in any other entity, except for the GameTime Securities purchased pursuant to the Purchase Agreement.
Subsidiaries; Other Investments. The Company does not have any Subsidiaries or other investments in any other Person.
Subsidiaries; Other Investments. Schedule 2.3 sets forth the ------------------------------- ------------ capitalization of each of the Subsidiaries. All of the outstanding shares of capital stock of each of the Subsidiaries have been validly issued and are fully paid and nonassessable and, except as set forth on Schedule 2.3, owned by SFL ------------ free and clear of all liens, charges, claims or encumbrances. Except for the capital stock of the Subsidiaries and as set forth on Schedule 2.3, the Company ------------ does not own, directly or indirectly, any capital stock or other equity interest in any corporation. Except as set forth on Schedule 2.3, no Subsidiary has ------------ issued nor has outstanding any options, warrants, contracts, calls, commitments, convertible securities, agreements or demands of any character relating to its securities; there are no registration rights in respect of any securities of any Subsidiary; and no shareholder of any Subsidiary nor any other person has any preemptive or similar rights as of the date hereof and/or as a result of this Agreement. Except as set forth on Schedule 2.3, the Company does not own any ------------ securities issued by any other business organization or governmental authority. The Company is not a partner or participant in any joint venture or partnership of any kind. Each of the Subsidiaries is a dormant company within the meaning of section 250(3) of the Companies Xxx 0000 and has been since incorporation. Each of the Subsidiaries has not traded since incorporation and has incurred no obligations or liabilities whatsoever.
