Common use of Subsidiaries Clause in Contracts

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.

Appears in 1267 contracts

Samples: Securities Purchase Agreement (Siyata Mobile Inc.), Eldn Securities Purchase Agreement (Eledon Pharmaceuticals, Inc.), Securities Purchase Agreement (TFF Pharmaceuticals, Inc.)

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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.

Appears in 191 contracts

Samples: Securities Purchase Agreement (Acasti Pharma Inc.), Securities Purchase Agreement (Netcapital Inc.), Securities Purchase Agreement (Ault Alliance, Inc.)

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 then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 146 contracts

Samples: Securities Purchase Agreement (Lu Pingji), Securities Purchase Agreement (Fellows Energy LTD), Securities Purchase Agreement (China Housing & Land Development, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as 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.

Appears in 107 contracts

Samples: Securities Purchase Agreement (Mawson Infrastructure Group Inc.), Securities Purchase Agreement (Intelligent Bio Solutions Inc.), Securities Purchase Agreement (Inpixon)

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, then all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

Appears in 77 contracts

Samples: Securities Purchase Agreement (Galectin Therapeutics Inc), Securities Purchase Agreement (Neuralstem, Inc.), Securities Purchase Agreement (Genspera Inc)

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 LiensSubsidiary, 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.

Appears in 45 contracts

Samples: Securities Purchase Agreement (Artificial Intelligence Technology Solutions Inc.), Securities Purchase Agreement (Bubblr Inc.), Purchase Agreement (RemSleep Holdings Inc.)

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, then all other references in the Transaction Documents to the Subsidiaries or any of them in the Transaction Documents shall will be disregarded.

Appears in 44 contracts

Samples: Securities Purchase Agreement (Pura Naturals, Inc.), Securities Purchase Agreement (Ambient Water Corp), Securities Purchase Agreement (Ambient Water Corp)

Subsidiaries. All of the direct and indirect subsidiaries 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.

Appears in 40 contracts

Samples: Securities Purchase Agreement (Nxu, Inc.), Securities Purchase Agreement (OceanPal Inc.), Securities Purchase Agreement (Atlis Motor Vehicles Inc)

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.

Appears in 40 contracts

Samples: Securities Purchase Agreement, Stock Purchase Agreement (Carpenter Chad M.), Securities Purchase Agreement (Inovio Biomedical Corp)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(aSCHEDULE 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 then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 23 contracts

Samples: Securities Purchase Agreement (Accupoll Holding Corp), Securities Purchase Agreement (Able Energy Inc), Securities Purchase Agreement (Accupoll Holding Corp)

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 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.

Appears in 22 contracts

Samples: Securities Purchase Agreement (Banzai International, Inc.), Securities Purchase Agreement (T2 Biosystems, Inc.), Securities Purchase Agreement (Inmune Bio, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries 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.

Appears in 22 contracts

Samples: Securities Purchase Agreement (Akari Therapeutics PLC), Securities Purchase Agreement (authID Inc.), Securities Purchase Agreement (Akari Therapeutics PLC)

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 subsidiariesSubsidiaries, then all other references in the Transaction Documents to the Subsidiaries or any of them in the Transaction Documents shall will be disregarded.

Appears in 22 contracts

Samples: Note Purchase Agreement (CannLabs, Inc.), Securities Purchase Agreement (CannLabs, Inc.), Note Purchase Agreement (CannLabs, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a)in the SEC Reports. 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. The Subsidiaries are listed on Schedule 3.1(a).

Appears in 21 contracts

Samples: Securities Purchase Agreement (IMAC Holdings, Inc.), Securities Purchase Agreement (Theralink Technologies, Inc.), Securities Purchase Agreement (Theralink Technologies, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a)in the Disclosure Schedules. 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.

Appears in 16 contracts

Samples: Securities Purchase Agreement (First Wave BioPharma, Inc.), Securities Purchase Agreement (First Wave BioPharma, Inc.), Securities Purchase Agreement (First Wave BioPharma, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as 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.

Appears in 16 contracts

Samples: Securities Purchase Agreement (International Land Alliance Inc.), Securities Purchase Agreement (Transportation & Logistics Systems, Inc.), Securities Purchase Agreement (Quantum Computing Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as set forth in 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.

Appears in 13 contracts

Samples: Securities Purchase Agreement (Nuvve Holding Corp.), Pipe Securities Purchase Agreement (Sharps Technology Inc.), Pipe Securities Purchase Agreement (Jupiter Wellness, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a3.1(a)(i). The Except as set forth on Schedule 3.1(a)(ii), 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.

Appears in 11 contracts

Samples: Securities Purchase Agreement (Precipio, Inc.), Securities Purchase Agreement (Alliance MMA, Inc.), Securities Purchase Agreement (Alliance MMA, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on in 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.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Orgenesis Inc.)

Subsidiaries. All of the material 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.

Appears in 9 contracts

Samples: Securities Purchase Agreement (Ontrak, Inc.), Securities Purchase Agreement (Ontrak, Inc.), Securities Purchase Agreement (Ontrak, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries 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 subsidiariesSubsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

Appears in 9 contracts

Samples: Underwriting Agreement (Intelligent Bio Solutions Inc.), Securities Purchase Agreement (Vallon Pharmaceuticals, Inc.), Securities Purchase Agreement (Salarius Pharmaceuticals, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as set forth in the SEC Reports, 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.

Appears in 8 contracts

Samples: Securities Purchase Agreement (INFOSONICS Corp), Securities Purchase Agreement (INFOSONICS Corp), Securities Purchase Agreement (Marathon Patent Group, Inc.)

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 share capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of share 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.

Appears in 8 contracts

Samples: Securities Purchase Agreement (Can-Fite BioPharma Ltd.), Securities Purchase Agreement (Can-Fite BioPharma Ltd.), Securities Purchase Agreement (Can-Fite BioPharma Ltd.)

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 Subsidiary, in the amounts set forth on Schedule 3.1(a), 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 shall at any time in which the Note remains outstanding have no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

Appears in 8 contracts

Samples: Securities Purchase Agreement (Stemtech Corp), Securities Purchase Agreement (Todos Medical Ltd.), Securities Purchase Agreement (Todos Medical Ltd.)

Subsidiaries. All of the material direct and indirect subsidiaries of the Company are set forth in on Schedule 3.1(a). The Other than as noted 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 LiensSubsidiary, 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.

Appears in 8 contracts

Samples: Securities Purchase Agreement (ATIF Holdings LTD), Securities Purchase Agreement (ATIF Holdings LTD), Securities Purchase Agreement (ATIF Holdings LTD)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 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 then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Implant Sciences Corp), Securities Purchase Agreement (Secured Services Inc), Securities Purchase Agreement (Morgan Beaumont Inc)

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 except as set forth on Schedule 3.1(a), 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.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Meihua International Medical Technologies Co., Ltd.), Securities Purchase Agreement (Ensysce Biosciences, Inc.), Securities Purchase Agreement (Digital Ally, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as disclosed 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.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Ability Inc.), Securities Purchase Agreement (Ability Inc.), Securities Purchase Agreement (Glowpoint, Inc.)

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 Subsidiary, in the amounts set forth on Schedule 3.1(a), 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, then all other references in the Transaction Documents to the Subsidiaries or any of them in the Transaction Documents shall will be disregarded.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Chron Organization, Inc.), Securities Purchase Agreement (Cool Technologies, Inc.), Securities Purchase Agreement (Leo Motors, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as disclosed on Schedule 3.1(a), the Company owns, directly or indirectly, all of the capital stock share or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock share of each Subsidiary are validly issued and are issued, 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.

Appears in 7 contracts

Samples: Form of Securities Purchase Agreement (ReWalk Robotics Ltd.), Form of Securities Purchase Agreement (ReWalk Robotics Ltd.), Securities Purchase Agreement (ReWalk Robotics Ltd.)

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 lien, charge, security interest, encumbrance, right of first refusal or other restriction (collectively, “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 securitiesrights. If the Company has no subsidiaries, all other then references to the Subsidiaries or any of them in the Transaction Documents to the Subsidiaries shall be disregarded.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Paincare Holdings Inc), Escrow Agreement (World Health Alternatives Inc), Securities Purchase Agreement (World Health Alternatives Inc)

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 share or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock share 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.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Arbe Robotics Ltd.), Securities Purchase Agreement (Zomedica Pharmaceuticals Corp.), Securities Purchase Agreement (Zomedica Pharmaceuticals Corp.)

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 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.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Endexx Corp), Securities Purchase Agreement (Appliance Recycling Centers of America Inc /Mn), Securities Purchase Agreement (POSITIVEID Corp)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as indicated 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.

Appears in 6 contracts

Samples: Underwriting Agreement (SIMPLICITY ESPORTS & GAMING Co), Underwriting Agreement (GeoVax Labs, Inc.), Underwriting Agreement (SIMPLICITY ESPORTS & GAMING Co)

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 securitiesrights. If the Company has no subsidiaries, all other then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 5 contracts

Samples: Escrow Agreement (Ableauctions Com Inc), Securities Purchase Agreement (Ableauctions Com Inc), Securities Purchase Agreement (Composite Technology Corp)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 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 then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Sanswire Corp.), Securities Purchase Agreement (Alternate Energy Corp), Securities Purchase Agreement (Globetel Communications Corp)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a4.1(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 duly authorized, validly issued and are issued, 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 then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 5 contracts

Samples: Preferred Stock Purchase Agreement (International Stem Cell CORP), Preferred Stock Purchase Agreement (International Stem Cell CORP), Preferred Stock Purchase Agreement (Cord Blood America, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are Except as set forth on Schedule 3.1(a), the Company has no direct or indirect subsidiaries. The Except as 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 securitiesrights. If the Company has no subsidiaries, all other then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Focus Enhancements Inc), Securities Purchase Agreement (Focus Enhancements Inc), Securities Purchase Agreement (Focus Enhancements Inc)

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 will be disregarded.

Appears in 5 contracts

Samples: Securities Purchase Agreement (SenesTech, Inc.), Securities Purchase Agreement (SenesTech, Inc.), Securities Purchase Agreement (SenesTech, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company Company, if any, 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 then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Cyberkinetics Neurotechnology Systems, Inc.), Securities Purchase Agreement Purchase Agreement (Micromed Cardiovascular Inc), Securities Purchase Agreement Purchase Agreement (Micromed Cardiovascular Inc)

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 LiensLiens other than as disclosed in the SEC Reports, 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.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Cinedigm Corp.), Securities Purchase Agreement (Auris Medical Holding Ltd.), Securities Purchase Agreement (Cinedigm Corp.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as 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 then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Drugmax Inc), Securities Purchase Agreement (Nutracea), Securities Purchase Agreement (Nutracea)

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 shares or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock share 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.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Rosetta Genomics Ltd.), Securities Purchase Agreement (Rosetta Genomics Ltd.), Securities Purchase Agreement (Rosetta Genomics Ltd.)

Subsidiaries. All of the direct and indirect subsidiaries 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 such securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Nanoviricides, Inc.), Securities Purchase Agreement (Nanoviricides, Inc.), Securities Purchase Agreement (Nanoviricides, Inc.)

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 shares or shares of capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares or 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.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Dunxin Financial Holdings LTD), Securities Purchase Agreement (Jiuzi Holdings, Inc.), Securities Purchase Agreement (Guardforce AI Co., Ltd.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a‎3.1(a). The Except as 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.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Castle Brands Inc), Exchange Agreement (Castle Brands Inc), Securities Purchase Agreement (Castle Brands Inc)

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, then all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

Appears in 4 contracts

Samples: Note and Warrant Purchase Agreement, Note and Warrant Purchase Agreement (Marina Biotech, Inc.), Securities Purchase Agreement (New Energy Technologies, Inc.)

Subsidiaries. All of the direct and indirect The Company has no subsidiaries of the Company are set forth on other than those listed in Schedule 3.1(a). The Except as disclosed in Schedule 3.1(a), the Company owns, directly or indirectly, owns all of the capital stock or other equity interests of each Subsidiary free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction (collectively, "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 securitiesrights. If the Company has no subsidiaries, all other then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Interpool Inc), Securities Purchase Agreement (Hyseq Inc), Securities Purchase Agreement (Hyseq Inc)

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.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Painreform Ltd.), Securities Purchase Agreement (Medigus Ltd.), Securities Purchase Agreement (Medigus Ltd.)

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 share capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of share 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, other than as indicated on Schedule 3.1(a). If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

Appears in 4 contracts

Samples: Securities Purchase Agreement (China Natural Resources Inc), Securities Purchase Agreement (Blue Hat Interactive Entertainment Technology), Securities Purchase Agreement (Blue Hat Interactive Entertainment Technology)

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 share or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock shares 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.

Appears in 4 contracts

Samples: Securities Purchase Agreement (G Medical Innovations Holdings Ltd.), Securities Purchase Agreement (G Medical Innovations Holdings Ltd.), Securities Purchase Agreement (G Medical Innovations Holdings Ltd.)

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, except as set forth on Schedule 3.1(a), 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.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Safe-T Group Ltd.), Securities Purchase Agreement (Safe-T Group Ltd.), Securities Purchase Agreement (Safe-T Group Ltd.)

Subsidiaries. All of the direct and indirect subsidiaries of the each Company are set forth on Schedule 3.1(a). The Each 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 each Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

Appears in 4 contracts

Samples: Convertible Note Purchase Agreement (Notis Global, Inc.), Convertible Note Purchase Agreement (Notis Global, Inc.), Convertible Note Purchase Agreement (Notis Global, Inc.)

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 lien, charge, security interest, encumbrance, right of first refusal or other restriction (collectively, "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 securitiesrights. If the Company has no subsidiaries, all other then references to the Subsidiaries or any of them in the Transaction Documents to the Subsidiaries shall be disregarded.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Tasker Capital Corp), Securities Purchase Agreement (Usurf America Inc), Securities Purchase Agreement (Usurf America Inc)

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 (other than Lifestyle Innovations, Inc.) 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 then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 3 contracts

Samples: Securities Purchase Agreement (RCG Companies Inc), Securities Purchase Agreement (RCG Companies Inc), Securities Purchase Agreement (RCG Companies Inc)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a3.1 (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.

Appears in 3 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement, Securities Purchase Agreement

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 (if any) 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.

Appears in 3 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement (Vitality Biopharma, Inc.), Securities Purchase Agreement (HedgePath Pharmaceuticals, Inc.)

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 LiensLiens (except for any Permitted Lien), 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.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Boldface Group, Inc.), Securities Purchase Agreement (Boldface Group, Inc.), Securities Purchase Agreement (Boldface Group, Inc.)

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 such securities. If the Company has no subsidiaries, all other then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Verticalnet Inc), Securities Purchase Agreement (Verticalnet Inc), Securities Purchase Agreement (Verticalnet Inc)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on in Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock shares or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding capital 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 subsidiariesSubsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

Appears in 3 contracts

Samples: Underwriting Agreement (InMed Pharmaceuticals Inc.), Underwriting Agreement (InMed Pharmaceuticals Inc.), Underwriting Agreement (InMed Pharmaceuticals Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company and the Company’s ownership interests therein 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 disregardeddisregarded except to the extent such reference speaks to a time in the past or future with respect to a Subsidiary.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Vaporin, Inc.), Securities Purchase Agreement (usell.com, Inc.), Securities Purchase Agreement (usell.com, Inc.)

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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 assessable, and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other then references to the Subsidiaries or any of them in the Transaction Documents to the Subsidiaries shall be disregarded.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (LandStar, Inc.), Common Stock Purchase Agreement (LandStar, Inc.), Common Stock Purchase Agreement (Pure Bioscience, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as 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 subsidiariesSubsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

Appears in 3 contracts

Samples: Underwriting Agreement (Intelligent Bio Solutions Inc.), Underwriting Agreement (Intelligent Bio Solutions Inc.), Underwriting Agreement (Intelligent Bio Solutions Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a)) or as disclosed in the SEC Reports. 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.

Appears in 3 contracts

Samples: Securities Purchase Agreement (G Medical Innovations Holdings Ltd.), Securities Purchase Agreement (Eclips Energy Technologies, Inc.), Securities Purchase Agreement (Eclips Energy Technologies, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a)in Item 2.01 of the Disclosure Schedule. 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 then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Knobias, Inc.), Securities Purchase Agreement (Knobias, Inc.), Securities Purchase Agreement (National Investment Managers Inc.)

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 as described on Schedule 3.1(a) free and clear of any Liens other than Permitted 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.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Pure Bioscience, Inc.), Securities Purchase Agreement (ZBB Energy Corp), Securities Purchase Agreement (ZBB Energy Corp)

Subsidiaries. All of the direct and indirect subsidiaries of the Company Company, if any, 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.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Bright Green Corp), Securities Purchase Agreement (Bright Green Corp), Securities Purchase Agreement (KWESST Micro Systems Inc.)

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 the Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each the 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, then all other references in the Transaction Documents to the Subsidiaries or any of them in the Transaction Documents shall will be disregarded.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Mach One Corp), Securities Purchase Agreement (Enlightened Gourmet, Inc.), Securities Purchase Agreement (Mach One Corp)

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 share 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.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Galmed Pharmaceuticals Ltd.), Securities Purchase Agreement (Galmed Pharmaceuticals Ltd.), Securities Purchase Agreement (Galmed Pharmaceuticals Ltd.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a)) of the Disclosure Schedules. 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.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Gaming Technologies, Inc.), Securities Purchase Agreement (Gaming Technologies, Inc.), Form of Securities Purchase Agreement (Gaming Technologies, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on Schedule 3.1(aSCHEDULE 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, then all other references in the Transaction Documents to the Subsidiaries or any of them in the Transaction Documents shall will be disregarded.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Elite Pharmaceuticals Inc /De/), Securities Purchase Agreement (Elite Pharmaceuticals Inc /De/), Securities Purchase Agreement (Elite Pharmaceuticals Inc /De/)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as disclosed on Schedule 3.1(a), the Company owns, directly or indirectly, all of the share capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of share capital stock of each Subsidiary are validly issued and are issued, 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.

Appears in 3 contracts

Samples: Securities Purchase Agreement (MediWound Ltd.), Securities Purchase Agreement (MediWound Ltd.), Securities Purchase Agreement (MediWound Ltd.)

Subsidiaries. All of the direct and indirect principal subsidiaries of the Company are set forth on in 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.

Appears in 3 contracts

Samples: Securities Purchase Agreement (U Power LTD), Securities Purchase Agreement (U Power LTD), Securities Purchase Agreement (SHENGFENG DEVELOPMENT LTD)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on in Schedule 3.1(a). The Company owns, directly or indirectly, all of the share capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of share 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (VCI Global LTD), Securities Purchase Agreement (VCI Global LTD)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (ESP Resources, Inc.), Securities Purchase Agreement (ESP Resources, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as set forth on Schedule 3.1(g) attached hereto, 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 then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Chembio Diagnostics, Inc.), Securities Purchase Agreement (Chembio Diagnostics, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth disclosed 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (CytoDyn Inc.), Securities Purchase Agreement (CytoDyn Inc.)

Subsidiaries. All of the direct and indirect subsidiaries 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 or other equity interests 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 subsidiariesSubsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ecoark Holdings, Inc.), Securities Purchase Agreement (Ecoark Holdings, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as disclosed 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 or other equity of ownership interest 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Dragonwave Inc), Securities Purchase Agreement (Dragonwave Inc)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as set forth on Schedule 3.1(a), the Company owns, directly or indirectly, all such percentage of the capital stock or other equity interests of each Subsidiary Subsidiary, as set forth in the SEC Reports, free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary owned by the Company 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cleveland Biolabs Inc), Securities Purchase Agreement (Cleveland Biolabs Inc)

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 Liensliens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable nonassessable 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Creative Medical Technology Holdings, Inc.), Securities Purchase Agreement (Creative Medical Technology Holdings, Inc.)

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, then all other references in the Transaction Documents to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cyberdefender Corp), Securities Purchase Agreement (Cyberdefender Corp)

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 that it owns 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Helios & Matheson Analytics Inc.), Securities Purchase Agreement (Helios & Matheson Analytics Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on in Schedule 3.1(a)) of the Disclosure Schedule. 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 then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 2 contracts

Samples: Securities Purchase Agreement (American International Ventures Inc /De/), Securities Purchase Agreement (Knockout Holdings, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as set forth in Schedule 3.1(a), the Company owns, directly or indirectly, all of the capital stock shares 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.

Appears in 2 contracts

Samples: Rd Securities Purchase Agreement (EZGO Technologies Ltd.), Rd Securities Purchase Agreement (EZGO Technologies Ltd.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(aSCHEDULE 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, then all other references in the Transaction Documents to the Subsidiaries or any of them in the Transaction Documents shall will be disregarded.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Islandia Lp), Securities Purchase Agreement (Armor Electric, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as indicated 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Wizzard Software Corp /Co), Securities Purchase Agreement (Wizzard Software Corp /Co)

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 then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 2 contracts

Samples: Registration Rights Agreement (First Virtual Communications Inc), Escrow Agreement (First Virtual Communications Inc)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). Except as 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, then all other references in the Transaction Documents to the Subsidiaries or any of them in the Transaction Documents shall will be disregarded.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Global Diversified Industries Inc), Securities Purchase Agreement (Global Diversified Industries Inc)

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 except as indicated in the Disclosure Schedules, Subsidiary free and clear of any Liens, except for Liens created under the Transaction Documents, 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Caravelle International Group), Securities Purchase Agreement (Trio Petroleum Corp.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a4.1(a) (collectively, the “Subsidiaries”). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any LiensSubsidiary, 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.

Appears in 2 contracts

Samples: Purchase Agreement (NaturalShrimp Inc), Purchase Agreement (NaturalShrimp Inc)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a)4. 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 this Agreement shall be disregarded.

Appears in 2 contracts

Samples: Underwriting Agreement (AIM ImmunoTech Inc.), Underwriting Agreement (AIM ImmunoTech Inc.)

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 or membership interests 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, then all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Drinks Americas Holdings, LTD), Securities Purchase Agreement (Drinks Americas Holdings, LTD)

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 LiensLiens except as disclosed on Schedule 3.1(a), 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Lexaria Bioscience Corp.), Securities Purchase Agreement (Lexaria Bioscience Corp.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a4.1(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 then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 2 contracts

Samples: Securities Purchase Agreement (North American Technologies Group Inc /Mi/), Securities Purchase Agreement (North American Technologies Group Inc /Mi/)

Subsidiaries. All of the direct and indirect subsidiaries of the Company Company’s Subsidiaries 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 such Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each such Subsidiary are validly issued and are issued, 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement (Sphere 3D Corp)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a16.1(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.

Appears in 2 contracts

Samples: Cyngn Inc., Cyngn Inc.

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 this Section 3.1 shall be disregarded.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Blue Holdings, Inc.), Securities Purchase Agreement (Axis Technologies Group Inc)

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 LiensSubsidiary, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Bubblr Inc.), Securities Purchase Agreement (Bubblr Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth in on Schedule 3.1(a). The Other than as noted 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 LiensSubsidiary, 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (NaturalShrimp Inc), Securities Purchase Agreement (NaturalShrimp Inc)

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