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. 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. (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.
Subsidiaries; Other Investments. Except as set forth on Schedule 4.4, (i) none of the Sellers owns, directly or indirectly, any capital stock or ownership interest of any corporation or other business organization and (ii) none of the Sellers is a partner or participant in any joint venture or partnership of any kind.
Subsidiaries; Other Investments. The Company does not have any Subsidiaries or other investments in any other Person.
Subsidiaries; Other Investments. 4.5 Litigation.......................................................... 4.6
Subsidiaries; Other Investments. 11 6.9 Conflicts, etc..................................... 11 6.10 Consents........................................... 12 6.11 Taxes.............................................. 12 6.12 Conduct of Business; Material Changes.............. 13 6.13 Leases............................................. 14 6.14 Licenses, Permits, etc............................. 14 6.15 Compliance......................................... 14 6.16
Subsidiaries; Other Investments. (a) The Gaming Companies have no subsidiaries and own no interest or investment in any corporation, partnership, joint venture, limited liability company, trust or other business organization, whether in the form of equity, debt or any combination thereof. Intersphere Communications, Ltd., a Grenada corporation, is a wholly-owned subsidiary of Seller.
Subsidiaries; Other Investments. The Company has no subsidiaries or other investments in any other business or corporation other than Grass Point Farms, LLC, of which the Company owns ninety-five percent (95%) of the outstanding membership interests.
Subsidiaries; Other Investments. The Company has no subsidiaries, or any investment in any other business or corporation. For the purpose of this Agreement the term "Subsidiary" or "Subsidiaries" means any corporation or other entity of which the securities having a majority of the voting power in electing the Board of Directors are owned by the Company either directly or by another subsidiary.
