Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiaries.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sunbeam Corp/Fl/), Agreement and Plan of Merger (CLN Holdings Inc), Agreement and Plan of Merger (Coleman Worldwide Corp)
Subsidiaries. Section 4.l(b) of the disclosure schedule attached hereto (the "Disclosure Schedule") sets forth the name, jurisdiction of incorporation, capitalization and number of shares of outstanding capital stock of each of the Company's Subsidiaries. All the issued and outstanding shares of capital stock ofof each Subsidiary are validly issued, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned owned, directly or indirectly indirectly, by the Company, beneficially and of record, free and clear of all Liensliens, pledges, encumbrances or restrictions of any kind. No Subsidiary has outstanding any securities convertible into or exchangeable or exercisable for any shares of its capital stock, there are no outstanding options, warrants or other rights to purchase or acquire any capital stock of any Subsidiary, there are no irrevocable proxies with respect to such shares, and there are no contracts, commitments, understandings, arrangements or restrictions by which any Subsidiary or the Company is bound to issue additional shares of the capital stock of a Subsidiary. Except for the capital stock Company's Subsidiaries, and as otherwise disclosed in Section 4.1(b) of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership equity securities of any corporation or have any direct or indirect equity interest in any corporation, partnership, limited liability company, joint venture or other entitybusiness. Each of the Company's subsidiaries that is a corporation Subsidiaries (a) is a corporation duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries ; (b) has the all requisite corporate power or the partnership power, as the case may be, and authority and any necessary governmental authority to carry on its business as it is now being conducted or presently proposed and to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do businessown, operate and is in good standing, in each jurisdiction where the character of lease its properties owned or held under lease or the nature of its activities makes such qualification necessaryproperties, except where the failure to be so qualified have such governmental authority would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that ; and (c) is a partnership is duly qualified or licensed to do business as a foreign partnership authorized to do business, corporation and is in good standing, standing in each jurisdiction where of the character jurisdictions in which (i) the ownership or leasing of real property or the conduct of its properties owned or held under lease or the nature of its activities makes business requires such qualification necessary, except where or licensing and (ii) the failure to be so qualified would not individually or licensed, either singly or in the aggregate aggregate, would have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities The Company has delivered to Parent complete and correct copies of the Articles of Organization or other agreements or commitments obligating the Company or any charter documents and By-laws of each of its subsidiaries Subsidiaries, each as amended to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesdate.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ne Restaurant Co Inc), Agreement and Plan of Merger (Bertuccis Inc), Agreement and Plan of Merger (Bertuccis Inc)
Subsidiaries. Section 3(g) of the Disclosure Schedule sets forth for each Selected Subsidiary (i) its name and jurisdiction of incorporation or organization, (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder, (iv) the number of shares of its capital stock held in treasury, and (v) its directors and officers (or, in the case of any foreign Subsidiary, its persons holding office or title corresponding to directors or officers). Each Selected Subsidiary is a corporation or limited liability entity duly organized, validly existing, and, if applicable, in good standing under the laws of the jurisdiction of its incorporation or organization. Each Selected Subsidiary is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Each Selected Subsidiary has full corporate or organizational power and authority and all licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Seller has delivered or made available to the Buyer correct and complete copies of the charter and bylaws of each Selected Subsidiary (as amended to date). All of the issued and outstanding shares of capital stock ofof each Selected Subsidiary have been duly authorized and are validly issued, or other ownership interests infully paid, each and nonassessable. One of the Company's subsidiaries have been validly issued Seller, the Excluded Division Subsidiaries and are fully paid the Selected Subsidiaries holds of record and nonassessable and such owns beneficially all of the outstanding shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Companyof each Selected Subsidiary, free and clear of all Liensany restrictions on transfer (other than restrictions under the Securities Act and state and foreign securities laws), lien for Taxes, Security Interests, options, warrants, purchase rights, Contracts, commitments, equities, claims, and demands. Except for There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require any of the Seller and its Subsidiaries to sell, transfer, or otherwise dispose of any capital stock of the Company's subsidiaries and except as set forth in Section 4.3 any of the Company Disclosure ScheduleSelected Subsidiaries or that could require any Selected Subsidiary to issue, sell, or otherwise cause to become outstanding any of its own capital stock (other than this Agreement). There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Selected Subsidiary. There are no voting trusts, proxies, or other agreements or understandings with respect to the Company does not own, directly or indirectly, voting of any capital stock of any Selected Subsidiary. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors or other ownership interest the foreign equivalent persons or entities), the stock certificate books, and the stock record books of each Selected Subsidiary are correct and complete. None of the Selected Subsidiaries is in default under or in violation of any provision of its charter or, if applicable, bylaws. None of the Seller, or the Selected Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, limited liability companytrust, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound association with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesDivision which is not a Selected Subsidiary.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Sonic Solutions/Ca/), Asset Purchase Agreement (Roxio Inc), Asset Purchase Agreement (Sonic Solutions/Ca/)
Subsidiaries. All the outstanding shares Attached hereto as DL 3.6 is a true and complete list of capital stock of, or other ownership interests in, each subsidiary of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares Corporation (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company"Subsidiaries"), free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 on DL 3.6, each of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that Subsidiaries is duly incorporated and validly existing as a corporation is a corporation duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the , with full corporate power or the partnership power, as the case may be, and authority to carry on conduct its business as it is now being conducted or presently proposed and to be conductedown the properties and assets it now owns. Each Except as set forth in DL 3.6, each of the Company's subsidiaries that is a corporation Subsidiaries is duly qualified or licensed to do business as a foreign corporation to do business, and is in good standingstanding in every jurisdiction, in each jurisdiction both domestic and foreign, where the character of its properties the property owned or held under lease leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would or licensed is not individually reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in the aggregate have any entity other than a Company Material Adverse EffectSubsidiary. Each All of the Company's subsidiaries that is a partnership is shares of capital stock of the Subsidiaries have been duly qualified as a foreign partnership authorized to do businessand validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is in good standingor may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, in each jurisdiction where the character of its properties owned exchangeable for, or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or evidenced in the aggregate have a Company Material Adverse Effectright to subscribe for, any shares of such Subsidiary. Except as set forth in Section 4.2 hereofDL 3.6(ii), there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities restrictions of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to kind which prevent the Company or payment of dividends by any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesSubsidiaries.
Appears in 4 contracts
Samples: Share Purchase Agreement and Plan of Merger (Sherman Acquisition Corp), Share Purchase Agreement and Plan of Merger (Gulf State Credit LLP), Share Purchase Agreement and Plan of Merger (Outsourcing Solutions Inc)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each Each of the Company's ’s variable interest entity (“VIE”), direct and indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule E hereto. Each of the Subsidiaries has been duly formed, is validly existing under the laws of the Cayman Islands, Hong Kong or the People’s Republic of China (the “PRC”), as the case may be, and in good standing under the laws of the jurisdiction of its incorporation, has full power and authority (corporate or otherwise) to own its property and to conduct its business as described in the Registration Statement, the Disclosure Package, the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not result in a Material Adverse Change on the Company and its Subsidiaries, taken as a whole. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the equity interests of each Subsidiary have been duly and validly issued authorized and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) issued, are owned or controlled directly or indirectly by the Company, are fully paid in accordance with its articles of association, memorandum of association or charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”). Except for the capital stock None of the Company's subsidiaries and except as set forth outstanding share capital or equity interest in Section 4.3 any Subsidiary was issued in violation of preemptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, the Company Disclosure Schedulehas no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control. Other than the Subsidiaries, the Company does not own, directly or indirectly, indirectly control any capital stock entity through contractual arrangements or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial statements of the Company's subsidiaries that is , regardless of whether the Company directly or indirectly owns less than a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each majority of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws equity interests of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesperson.
Appears in 4 contracts
Samples: Underwriting Agreement (Jin Medical International Ltd.), Underwriting Agreement (Jin Medical International Ltd.), Underwriting Agreement (Jin Medical International Ltd.)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that its Subsidiaries (i) is a duly organized bank, corporation is a corporation duly organizedor statutory trust, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries applicable laws, (ii) has the full corporate power or the partnership power, as the case may be, and authority to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation , and (iii) is duly qualified as a foreign corporation to do business, and is business in good standing, in each jurisdiction the states where its ownership or leasing of property or the character conduct of its properties owned or held under lease or the nature of its activities makes business requires such qualification necessary, except and where the failure to be so qualified qualify would not individually have a Material Adverse Effect on it on a consolidated basis. The outstanding shares of capital stock or equity interests of each of its Subsidiaries are validly issued and outstanding, fully paid and nonassessable and all such shares or equity interests are directly or indirectly owned by it free and clear of all liens, claims and encumbrances or preemptive rights of any person. No rights are authorized, issued or outstanding with respect to the capital stock or equity interests of any of its Subsidiaries and there are no agreements, understandings or commitments relating to the right to vote or to dispose of the capital stock or equity interests of any of its Subsidiaries. There are no restrictions on the ability of any of its Subsidiaries to pay dividends or distributions except, in the aggregate have case of a Company Material Adverse Effect. Each of the Company's subsidiaries Subsidiary that is a partnership is duly qualified as a foreign partnership authorized regulated entity, for restrictions on dividends or distributions generally applicable to do business, and is in good standing, in all such regulated entities. The deposits of each jurisdiction where the character of its properties owned or held under lease or Subsidiaries that is a commercial bank are insured by the nature Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the maximum extent permitted by law. A true and complete list of its activities makes such qualification necessary, except where direct and indirect Subsidiaries as of the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as date hereof is set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any 3.3(b) of its subsidiaries to issueDisclosure Letter that shows the jurisdiction of organization of each Subsidiary, transfer its form of organization (corporate, partnership, joint venture), and lists the owner(s) and percentage ownership (direct or sell any securities indirect) of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiarieseach Subsidiary.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Middleburg Financial Corp), Agreement and Plan of Reorganization (Access National Corp), Affiliate Agreement (StellarOne CORP)
Subsidiaries. All the outstanding shares of capital stock ofEach Subsidiary (including, without limitation, Holdings LLC) has been duly incorporated or other ownership interests in, each of the Company's subsidiaries have been validly issued organized and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership incorporation or a limited liability company is duly formed organization, with power and validly existing under the Laws of authority (corporate or other) to own its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on properties and conduct its business as it is now being conducted or presently proposed to be conducted. Each described in the Company's subsidiaries that is a corporation Registration Statement, the General Disclosure Package and the Prospectus; and each Subsidiary is duly qualified to do business as a foreign corporation to do business, and is or organization in good standing, standing in each jurisdiction where all other jurisdictions in which its ownership or lease of property or the character conduct of its properties owned or held under lease or the nature of its activities makes business requires such qualification necessaryqualification, except where the failure to be so qualified would not not, individually or in the aggregate have aggregate, result in a Company Material Adverse Effect. Each ; all of the Company's subsidiaries that is a issued and outstanding capital stock, partnership is interests or membership interests of each Subsidiary, including the outstanding LTIP Units of the Operating Partnership, has been duly qualified as a foreign partnership authorized to do business, and validly issued and is fully paid and nonassessable (except with respect to future contributions as provided in the operating agreement or limited partnership agreement (or similar organizational document) of the applicable Subsidiary made subsequent to the date hereof); and the capital stock, membership interest, limited partnership interest or other equity interest of each Subsidiary held by the Transaction Entities or a Subsidiary, as applicable, is held as set forth on Schedule E hereto. The Transaction Entities, directly or indirectly through their respective Subsidiaries, hold good standingand marketable title to their equity interests in their respective Subsidiaries, in each jurisdiction where the character case free and clear of its properties owned any lien, encumbrance or held under lease or the nature of its activities makes such qualification necessarysecurity interest, except where as described in the failure Registration Statement, the General Disclosure Package and the Prospectus, subject only to be so qualified would restrictions on transfer imposed under applicable U.S. federal and state securities laws and the limited liability company agreement, limited partnership agreement or other organizational document of each Subsidiary; and have not individually conveyed, transferred, assigned, pledged or hypothecated any of their respective equity interests in their Subsidiaries, in whole or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereofpart, there are no outstanding options, warrants, subscriptions, calls, or granted any rights, convertible securities options or other agreements rights of first refusal or commitments obligating the Company first offer to purchase any of such interests or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesportion thereof.
Appears in 4 contracts
Samples: Underwriting Agreement (Bluerock Residential Growth REIT, Inc.), Underwriting Agreement (Bluerock Residential Growth REIT, Inc.), Underwriting Agreement (Bluerock Residential Growth REIT, Inc.)
Subsidiaries. All the outstanding shares Each Subsidiary of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares Abraxas (other than directors' qualifying shares and similar interestsi) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed organized and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries organization, (ii) has the requisite corporate or other business entity power and authority to own or the partnership power, as the case may be, lease its properties and to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation and (iii) is duly licensed or qualified as a foreign corporation to do business, and is business in good standingeach jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessarycase, except where the failure to be so qualified as would not not, individually or in the aggregate aggregate, have a Company an Abraxas Material Adverse Effect. Each Other than with respect to Abraxas’ Subsidiaries, Abraxas does not directly or indirectly own any equity interest in, or any interest convertible into or exchangeable or exercisable for, any equity interest in, any corporation, partnership, joint venture or other business entity, other than equity interests held for investment that are not, in the aggregate, material to Abraxas. All of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, equity interests Abraxas owns in each jurisdiction where the character of its properties owned Subsidiaries, whether directly or through Abraxas’ Subsidiaries, are held under lease free and clear of any Lien (other than in favor of Abraxas or the nature any of its activities makes such qualification necessarySubsidiaries), except where the failure no equity interests of any of Abraxas’ Subsidiaries are or may become required to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereofissued by reason of any Rights, there are no outstanding optionscontracts, warrantscommitments, subscriptions, calls, rights, convertible securities understandings or other agreements or commitments obligating the Company or arrangements by which any of its subsidiaries Abraxas’ Subsidiaries is or may be bound to issue, sell or otherwise transfer or sell any securities equity interests of any Company subsidiary. There such Subsidiaries, there are no votingcontracts, stockholder commitments, understandings, or other agreements arrangements relating to Abraxas’ rights to vote or understandings to which the Company or any dispose of such equity interests, and all of the Company's subsidiaries is a party equity interests of each such Subsidiary held by Abraxas or is bound with respect to the voting its Subsidiaries are fully paid and non-assessable and are owned by Abraxas or its Subsidiaries free and clear of the capital stock of the Company or any of the Company's subsidiariesLiens.
Appears in 4 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Abraxas Petroleum Corp), Agreement and Plan of Merger (Abraxas Petroleum Corp), Agreement and Plan of Merger (Abraxas Petroleum Corp)
Subsidiaries. All Schedule 4.03 sets forth for each Subsidiary: (a) its name and jurisdiction of incorporation; (b) the number of shares of authorized capital stock of each class of its capital stock; (c) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof and the number of shares held by each such holder; (d) the number of shares of its capital stock of, or other ownership interests in, each held in treasury and (e) the names and addresses of the Company's subsidiaries have been validly issued its directors and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entityofficers. Each of the Company's subsidiaries that is a corporation Subsidiary is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company Subsidiary is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, authorized to carry on conduct its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, standing in each jurisdiction where state listed opposite its name in Schedule 4.03, which constitute all of the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except states where the failure to be so qualified would not individually adversely affect the condition (financial or in otherwise), properties, assets or operations of the aggregate have a Company Material Adverse EffectBusiness. Each Subsidiary has full corporate 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. All of the Company's subsidiaries that is a partnership is issued and outstanding shares of capital stock of each Subsidiary have been duly qualified as a foreign partnership authorized to do businessand are validly issued, fully paid and is in good standingnonassessable. The Company holds of record and owns beneficially all of the outstanding shares of each Subsidiary, in each jurisdiction where free and clear of any restrictions on transfer (other than restrictions under the character of its properties owned federal and state securities laws), Taxes or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse EffectLiens. Except as set forth in Section 4.2 hereof, there There are no outstanding or authorized options, warrants, subscriptions, calls, purchase rights, convertible securities subscription rights, conversion rights, exchange rights or other agreements contracts or commitments obligating that could require the Company or any of its subsidiaries Subsidiaries to sell, transfer or otherwise dispose of any capital stock of any of its Subsidiaries or that could require any Subsidiary to issue, transfer sell or sell otherwise cause to become outstanding any securities of any Company subsidiaryits own capital stock. There are no votingoutstanding stock appreciation, stockholder phantom stock, profit participation or similar rights with respect to any capital stock or other securities of any Subsidiary. There are no voting trusts, proxies or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the any capital stock of any Subsidiary. Except as noted in Schedule 4.03, neither the Company or nor any of the Company's subsidiariesits Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust or other business association which is not a Subsidiary.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Triumph Group Inc /), Stock Purchase Agreement (Triumph Group Inc /), Stock Purchase Agreement (Triumph Group Inc /)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized’s “subsidiaries” (for purposes of this Agreement, validly existing and as defined in good standing Rule 405 under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership Securities Act) has been duly incorporated or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powerorganized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to carry on own, lease and operate its properties and to conduct its business as it is now being conducted or presently proposed to be conducted. Each described in the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, Registration Statement and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessaryProspectus, except where the failure to be so qualified organized or existing or in good standing would not not, individually or in the aggregate have aggregate, reasonably be expected to result in a Company Material Adverse EffectChange. Each of the Company's ’s subsidiaries that is a partnership is duly qualified as a foreign corporation, partnership authorized or limited liability company, as applicable, to do business, transact business and is in good standing, standing in each jurisdiction where in which such qualification is required, whether by reason of the character ownership or leasing of its properties owned or held under lease property or the nature conduct of its activities makes such qualification necessary, business except where the failure to be so qualified organized or existing or in good standing would not not, individually or in the aggregate have aggregate, reasonably be expected to result in a Company Material Adverse EffectChange. All of the issued and outstanding capital stock or other equity or ownership interests of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding capital stock or equity interest in any subsidiary was issued in violation of preemptive or similar rights of any security holder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10‑K for the fiscal year ended December 31, 2019. Except as set forth in Section 4.2 hereofthe Prospectus, there are no outstanding optionssubsidiary is currently subject to a direct or indirect prohibition on paying any dividends to the Company, warrantsfrom making any other distribution on such Subsidiary’s capital stock, subscriptions, calls, rights, convertible securities from repaying to the Company any loans or other agreements advances to such Subsidiary from the Company or commitments obligating from transferring any of such Subsidiary’s property or assets to the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock subsidiary of the Company that would, individually or any of in the Company's subsidiariesaggregate, result in a Material Adverse Change.
Appears in 3 contracts
Samples: Urban One, Inc., Urban One, Inc., Urban One, Inc.
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interestsa) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 Each Subsidiary of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest that is actively engaged in any corporationbusiness or owns any material assets (each, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries an "Active Subsidiary") (i) that is a corporation is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of its jurisdiction of incorporation. Each of the Company's subsidiaries , (ii) that is a partnership or a partnership, limited liability company or trust is duly formed organized and validly existing under the Laws laws of its jurisdiction of formation. Each organization, (iii) except as set forth in Schedule 3.5(a) of the Company's subsidiaries Company Disclosure Schedule, has the all corporate power or the partnership powerand authority to, as the case may beand all governmental licenses, to authorizations, consents and approvals required to, carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation and (iv) is duly qualified as a foreign corporation or licensed to do business, business and is in good standing, standing in each jurisdiction where the character of its properties the property owned or held under lease leased by it or the nature of its activities makes such qualification or licensing necessary, except where the failure for failures of this representation and warranty to be so qualified true which would not individually or not, in the aggregate aggregate, have a Company Material Adverse Effect. Each For purposes of this Agreement, "Subsidiary" means with respect to any Person, any corporation or other entity of which such Person owns, directly or indirectly, more than 50% of the outstanding voting stock or other equity interests. All Subsidiaries and their respective jurisdictions of incorporation are identified in Schedule 3.5(a) of the Company Disclosure Schedule. (b) Except as set forth in Schedule 3.5(b) of the Company Disclosure Schedule, (i) all of the outstanding shares of capital stock of each Subsidiary of the Company that is a corporation are duly authorized, validly issued, fully paid and nonassessable, and such shares are owned by the Company or by a Subsidiary of the Company (other than directors' qualifying shares and nominal shares held by other Persons as may be required by local law) free and clear of any Liens (as defined hereafter) or limitations on voting rights and (ii) all equity interests in each Subsidiary of the Company that is a partnership, joint venture, limited liability company or trust are owned by the Company or by a Subsidiary of the Company's subsidiaries , free and clear of any Liens or limitations on voting rights; provided that no representation is a partnership is duly qualified made as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where any shares of capital stock or other equity interests owned by any Persons other than the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse EffectCompany. Except as set forth in Section 4.2 hereofSchedule 3.5(b) of the Company Disclosure Schedule, there are no outstanding subscriptions, options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating of any character relating to the issuance, transfer, sale, delivery, voting or redemption (including any rights of conversion or exchange under any outstanding security or other instrument) for, any of the capital stock or other equity interests of any of such Subsidiaries. Except as set forth in Schedule 3.5(b) of the Company Disclosure Schedule, there are no agreements requiring the Company or any of its subsidiaries Subsidiaries to issuemake contributions to the capital of, transfer or sell lend or advance funds to, any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any Subsidiaries of the Company's subsidiaries is a party or is bound . For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, deed of trust, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. (c) Except for interests in the voting of the capital stock Subsidiaries and except as set forth in Schedule 3.5(c) of the Company or Disclosure Schedule, neither the Company nor any of the Company's subsidiaries.its Subsidiaries owns directly or indirectly any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or entity (other than investments in short-term investment securities). SECTION 3.6
Appears in 3 contracts
Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Reckson Associates Realty Corp), Agreement and Plan of Merger Agreement and Plan of Merger (Tower Realty Trust Inc), Agreement and Plan of Merger Agreement and Plan of Merger (Reckson Associates Realty Corp)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed incorporation and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the all requisite corporate power or the partnership powerand authority to own, as the case may be, lease and operate its properties and to carry on its business as it is now being conducted or presently proposed to be conducted. Each of the Company's subsidiaries that is a corporation Subsidiaries is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not individually or in the aggregate have a Company Material Adverse EffectEffect on the Company. Each of Exhibit 21 to the Company's subsidiaries that is a partnership is duly qualified Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (the "1998 10-K"), as a foreign partnership authorized to do businessfiled with SEC, lists the only Subsidiaries of the Company at December 31, 1998, and is in good standing, in each jurisdiction where all Subsidiaries of the character of its properties owned Company thereafter formed or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or acquired are listed in the aggregate have Company Disclosure Letter. All of the outstanding shares of capital stock of the Subsidiaries are validly issued, fully paid and nonassessable and, other than directors' qualifying shares in the case of foreign Subsidiaries, are owned by the Company or by a wholly owned Subsidiary of the Company Material Adverse Effectfree and clear of all material liens, claims, charges or encumbrances, and there are no irrevocable proxies with respect to such shares. Except as set forth in Section 4.2 hereofthe Company Disclosure Letter and except for the capital stock of its Subsidiaries, there are no outstanding optionsthe Company does not own, warrantsdirectly or indirectly, subscriptions, calls, rights, convertible securities any capital stock or other agreements ownership interest in any corporation, partnership, joint venture, limited liability company or commitments obligating other entity which is material to the business of the Company or any of and its subsidiaries to issueSubsidiaries, transfer or sell any securities of any Company subsidiarytaken as a whole. There are no voting, stockholder or other agreements or understandings to which material restrictions on the Company or to vote the stock of any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesits Subsidiaries.
Appears in 3 contracts
Samples: Agreement and Plan (Diamond Multimedia Systems Inc), Agreement and Plan (Diamond Multimedia Systems Inc), Agreement and Plan (S3 Inc)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 Each Subsidiary of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and and, where applicable, in good standing under the Laws laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed organization and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate requisite power or the partnership powerand authority to own, as the case may be, lease and operate its assets and properties and to carry on its business as it is now being conducted or presently proposed and each Subsidiary of the Company is qualified to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do transact business, and is in good standing, in each jurisdiction where in which the character of its properties owned owned, leased or held under lease operated by it or the nature of its activities the business conducted by it makes such qualification necessary, ; except where the failure to be so qualified in all cases as would not reasonably be expected to have, individually or in the aggregate have aggregate, a Company Material Adverse Effect. Each (i) All of the outstanding shares of capital stock of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights, liens and any other limitation or restriction, (ii) all such shares are owned directly or indirectly by the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, (iii) there are no outstanding options, warrants, subscriptions, calls, rights, convertible (A) securities or other agreements or commitments obligating of the Company or any of its subsidiaries to issue, transfer Subsidiaries convertible into or sell any securities exchangeable for shares of any Company subsidiary. There are no voting, stockholder capital stock of or other agreements voting securities or understandings ownership interests in any such Subsidiary or (B) options or other rights to which acquire from the Company or any of its Subsidiaries, or other obligation of the Company's subsidiaries is a party Company or is bound with respect any such Subsidiary to issue, any capital stock of or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock of or other voting securities or ownership interests in, any such Subsidiary (the voting outstanding shares of the capital stock of each Subsidiary of the Company, together with the items in clauses (A) and (B) being referred to collectively as the "Company Subsidiary Securities"). There are no subscriptions, options, warrants, voting trusts, proxies or other commitments, understandings, restrictions or arrangements relating to the issuance, sale, voting or transfer of any Company Subsidiary Securities, and there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company's subsidiariesCompany Subsidiary Securities. The Company has no material investment in any entity, other than its Subsidiaries, and no other entity in which the Company has an investment is material to the Company or any of its business segments. Since December 31, 2002, there has not been any making of any loan, advance or capital contributions by the Company or any of its Subsidiaries to or any other investment in any Person, other than loans, advances or capital contributions to or investments in its wholly owned Subsidiaries made in the ordinary course of business consistent with past practices.
Appears in 3 contracts
Samples: Document Agreement and Plan of Merger (Information Resources Inc), Document Agreement and Plan of Merger (Information Resources Inc), Document Agreement and Plan of Merger (Information Resources Inc)
Subsidiaries. (a) Section 5.4 of the Company Disclosure Letter sets forth a true and complete list of all of the Subsidiaries of the Company, the jurisdiction of incorporation or formation of each such Subsidiary and, as of the date hereof, the jurisdictions in which each such Subsidiary is qualified or licensed to do business. Each of the Company’s Subsidiaries is a corporation duly organized, validly existing and is in good standing under the Applicable Law of its jurisdiction of incorporation or organization, has the corporate or other entity power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted, and is duly qualified to do business and is in good standing under the laws of any jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except for jurisdictions in which such failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All of the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been ’s Subsidiaries are duly authorized, validly issued and are issued, fully paid and nonassessable and such shares free of preemptive rights (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedulesuch nonassessability may be affected by Applicable Law), the Company does not ownand are owned, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating by the Company or any of its subsidiaries to issue, transfer or sell any securities free and clear of any Company subsidiary. There are no votingmortgage, stockholder or deed of trust, lien, security interest, pledge, lease, conditional sale contract, charge, privilege, easement, right of way, reservation, option, right of first refusal and other agreements or understandings to which the Company or any of the Company's subsidiaries is encumbrance (each, a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiaries“Lien”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (TGC Industries Inc), Voting Agreement (TGC Industries Inc), Voting Agreement (Dawson Geophysical Co)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of Schedule 3.4 attached hereto (the Company Disclosure Schedule“Subsidiaries”), the Company does not owncontrol (as such term is defined in §368(c) of the Internal Revenue Code of l954, as amended), directly or indirectly, any capital stock other corporation, association or other ownership business entity, nor does it have any direct or indirect interest therein. Neither the Sellers nor any affiliate of the Sellers has any direct or indirect interest in any corporationother business entity which is involved or competes with or conducts any business similar to any business conducted by the Company or any Subsidiary. The Sellers have no interest, partnershipdirect or indirect, limited liability companyin any property used by, joint venture or other entity. Each relating to the business of, the Company or any Subsidiary, except through the ownership of the Company's subsidiaries that is a corporation ’s capital stock. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each laws of the Company's subsidiaries that is a partnership or a limited liability company is duly formed State designated on Schedule 3.4, and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries each Subsidiary has the all requisite corporate power or the partnership power, as the case may be, and authority to own and operate its properties and to carry on its business as it is now being conducted or presently and as proposed to be conducted. Each The Sellers have furnished to the Company's subsidiaries that Purchaser complete and correct copies of each Subsidiaries Articles of Incorporation and By-Laws as presently in effect. The authorized and issued capital stock of each Subsidiary is a corporation is duly qualified as a foreign corporation to do businessset forth on Schedule 3.4. On the date hereof, Schedule 3.4 accurately states all shares of each Subsidiary issued and is outstanding, all of which are registered in good standingthe name of the Company and are free and clear of any liabilities, in each jurisdiction where obligations, claims, liens or encumbrances; provided, however, XxXxxxxx owns ten percent (10%) of the character issued and outstanding capital stock of Emergystat and Emergystat of Sulligent. The Subsidiaries holds no shares of its properties owned or held under lease or capital stock in its treasury and all outstanding shares of capital stock have been duly authorized and validly issued and are fully paid and non-assessable. On the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 date hereof, there are no outstanding rights, options, warrants, subscriptions, calls, rights, convertible securities conversion privileges or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no votingkind for the purchase or acquisition from, stockholder or other agreements the sale or understandings to which the Company or issuance by, any of the Company's subsidiaries is a party or is bound with respect to the voting Subsidiaries of the any shares of its capital stock of the Company or any of the Company's subsidiariesand no authorization therefor has been given.
Appears in 3 contracts
Samples: Capital Stock Purchase Agreement, Capital Stock Purchase Agreement (BAD TOYS Holdings, Inc.), Capital Stock Purchase Agreement (BAD TOYS Holdings, Inc.)
Subsidiaries. Each subsidiary of the Company (individually a “Subsidiary” and collectively, the “Subsidiaries”) has been duly incorporated or organized, is validly existing as a corporation or other legal entity in good standing (or the foreign equivalent thereof) under the laws of the jurisdiction of its incorporation or organization, has the corporate power and authority to own its properties and to conduct its business as currently being carried on and as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership, leasing or operation of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and, except as set forth in that certain Security Interest Agreement, dated January 26, 2012, or as otherwise described in the Registration Statement, the Disclosure Package and in the Prospectus, are owned directly by the Company or through its wholly-owned subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except the Company, and none of the outstanding shares of capital stock of, or other ownership equity interests in, each of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all LiensSubsidiaries. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Scheduleits Subsidiaries, the Company does not ownowns no beneficial interest, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other business entity. Each The Company has no significant subsidiaries (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Commission) other than the Subsidiaries listed on Exhibit 8.1 to the Company's subsidiaries that is a corporation is a corporation duly organized’s Annual Report on Form 20-F for the year ended December 31, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiaries2011.
Appears in 3 contracts
Samples: Placement Agency Agreement (Rosetta Genomics Ltd.), Placement Agency Agreement (Rosetta Genomics Ltd.), Placement Agency Agreement (Rosetta Genomics Ltd.)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued Set forth in SCHEDULE 2.2 hereto is a true and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear complete list of all Liens. Except for the capital stock Subsidiaries stating, with respect to each Subsidiary, its jurisdiction of the Company's subsidiaries incorporation or organization, date of incorporation or organization, capitalization and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entityequity ownership. Each of the Company's subsidiaries that is a corporation Subsidiary is a corporation duly incorporated or organized, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of incorporationincorporation or organization. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation Subsidiary is duly qualified as a foreign corporation to do business, and is in good standing, conduct its business in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effectstate listed on SCHEDULE 2.2 hereof. Except as set forth in Section 4.2 SCHEDULE 2.2 hereof, there each Subsidiary has timely filed each Annual Report required to be filed by it in each state in which it is required to be qualified to do business as a foreign corporation. All of the outstanding shares of capital stock of each Subsidiary have been duly and validly authorized and issued, are no outstanding fully paid and non-assessable, have not been issued in violation of any preemptive or other right of any Person or of any laws, and are owned beneficially and of record by Company as specified on SCHEDULE 2.2, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, warrantsrights to acquire, subscriptionsproxies, callsvoting trusts or similar agreements, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, restrictions on transfer or sell any securities adverse claims of any Company subsidiarynature whatsoever ("LIENS"). There are no votingComplete and correct copies of the Charter Documents of each Subsidiary, stockholder or other agreements or understandings as amended and currently in effect, and each Annual Report filed by a Subsidiary have been heretofore delivered to which the Company or Buyer. No Subsidiary is in violation of any of the Company's subsidiaries is a party provisions of its Charter Documents. Except as described in SCHEDULE 2.2 hereto, neither Company nor any Subsidiary owns, directly or is indirectly, any ownership, equity, profits or voting interest in any Person (other than Subsidiaries) or has any agreement or commitment to purchase any such interest, and Company and its Subsidiaries have not agreed and are not obligated to make nor are bound with respect to the voting by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the capital stock of the Company date hereof or any date hereafter, under which any of the Company's subsidiariesthem may be obligated to make any future investment in or capital contribution to any other entity.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Cyber Merchants Exchange Inc), Securities Purchase Agreement (Cyber Merchants Exchange Inc), Securities Purchase Agreement (Asap Show, Inc.)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each (a) Each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 Subsidiaries of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing and, to the extent applicable, in good standing under the Laws laws of the jurisdiction of its jurisdiction of formation. Each of the Company's subsidiaries organization and has the corporate all requisite power or the partnership powerand authority to own, as the case may be, lease and operate its properties and to carry on its business as it is now being conducted or presently proposed to be conducted. Each Subsidiary of the Company's subsidiaries that is a corporation Company is duly qualified as a foreign corporation or licensed to do businessbusiness and, and to the extent applicable, is in good standing, standing in each jurisdiction where in which the character of its properties owned property owned, leased or held under lease operated by it or the nature of its activities the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified qualified, licensed or in good standing would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized be reasonably likely to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof2.3 of the Company Disclosure Schedule, there the respective certificates of incorporation and by-laws and other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiaries. The Company has heretofore made available to Purchaser true and complete copies of the respective certificates of incorporation and by-laws or other organizational documents of the Subsidiaries of the Company. (b) Section 2.3 of the Company Disclosure Schedule lists all of the Subsidiaries of the Company. All of the outstanding shares of capital stock of, or other equity interests in, each of the Subsidiaries of the Company are duly authorized and validly issued and, in the case of shares of capital stock, are fully paid and, to the extent applicable, nonassessable and free of any preemptive rights, and, except as set forth in Section 2.3 of the Company Disclosure Schedule, all such shares or other equity interests are owned directly or indirectly by the Company free and clear of all liens, security interests, claims, pledges, rights of first refusal, limitations on voting rights, charges or other encumbrances of any nature whatsoever. No shares of capital stock of any of Company's Subsidiaries are reserved for issuance, except to the Company or another wholly-owned Subsidiary of the Company. There are no outstanding options, warrants, rights, subscriptions, callsclaims of any character, rightsagreements, obligations, convertible securities or exchangeable securities, or other agreements commitments contingent or commitments obligating the Company or any of its subsidiaries otherwise relating to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of any Subsidiary of the Company pursuant to which such Subsidiary is or may become obliged to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of such Subsidiary, other than such rights granted to the Company's subsidiaries.5
Appears in 3 contracts
Samples: Acquisition Agreement (Abb Transportation Participations B V), Acquisition Agreement (Elsag Bailey Process Automation N V), Acquisition Agreement (Elsag Bailey Process Automation N V)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interestsa) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 Each Subsidiary of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed organization, and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powerall powers and all governmental licenses, as the case may beauthorizations, consents and approvals required to carry on its business as it now conducted, except for those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, the term “Subsidiary,” when used with respect to any Person, means any other Person, whether incorporated or unincorporated, of which (i) more than fifty percent of the voting securities or other ownership interests is now being conducted owned by such Person or presently proposed one or more of its Subsidiaries, (ii) such Person or one or more of its Subsidiaries is a general partner or holds a majority of the voting interests of a partnership or (iii) securities or other interests having by their terms ordinary voting power to elect more than fifty percent of the board of directors or others performing similar functions with respect to such corporation or other organization, are directly owned or controlled by such Person or by any one or more of its Subsidiaries. For the avoidance of doubt, for all purposes of this Agreement, the MLP and its Subsidiaries shall be deemed to be conductedSubsidiaries of the Company. The MLP consummated the transactions contemplated by that certain Partnership Restructuring Agreement, dated as of October 3, 2019, by and among the MLP, Opco and the other parties thereto in accordance in all material respects with the terms thereof as disclosed in the Company SEC Documents and the MLP SEC Documents. Each Subsidiary of the Company's subsidiaries that is a corporation Company is duly qualified as a foreign corporation to do business, business and is in good standing, standing in each jurisdiction where in which the character of its properties the property owned or held under lease leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not not, individually or in the aggregate aggregate, be reasonably likely to have a Company Material Adverse Effect. Each of the Company's subsidiaries that All “significant subsidiaries” (as such term is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth defined in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating 1-02 of Regulation S-X under the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock Exchange Act) of the Company or any and all entities listed on Exhibit 21 to the Company 10-K (collectively, and including for the avoidance of doubt the MLP, the “Significant Subsidiaries”) and their respective jurisdictions of organization are identified in Section 3.6(a) of the Company's subsidiariesCompany Disclosure Schedules.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hess Corp), Agreement and Plan of Merger (Hess Corp), Agreement and Plan of Merger (Chevron Corp)
Subsidiaries. All Other than the outstanding shares Company and the Subsidiaries, Seller does not have any direct or indirect subsidiaries and does not hold of record or beneficially own, directly or indirectly through any other Person, and has not agreed to purchase or otherwise acquire, the capital stock or other equity or voting interests of, or any interest convertible into or exchangeable for, such capital stock or such equity or voting interests of, any Person. Schedule 4.5 sets forth for each Subsidiary the amount of its authorized and outstanding membership interests, and there are no other ownership membership interests in, each or other securities of any Subsidiary issued or outstanding. As of the Company's subsidiaries date hereof, all of the outstanding membership interests of each Subsidiary are owned of record and beneficially by Seller, free and clear of all Encumbrances, have been duly authorized and validly issued and issued, are fully paid and nonassessable non-assessable, and such shares (other than directors' qualifying shares have been offered, issued, sold and similar interests) are delivered to Seller in compliance with all applicable Requirements of Law, including the Securities Act. As of the Closing, all of the outstanding membership interests of each Subsidiary will be owned directly or indirectly of record and beneficially by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries Encumbrances, will have been duly authorized and except as set forth in Section 4.3 of validly issued, will be fully paid and non-assessable, and will have been offered, issued, sold and delivered to the Company Disclosure Schedulein compliance with all applicable Requirements of Law, including the Securities Act. Parent does not have any direct or indirect subsidiaries other than Seller, the Company and the Subsidiaries and does not hold of record or beneficially own, directly or indirectlyindirectly through any other Person, any and has not agreed to purchase or otherwise acquire, the capital stock or other ownership equity or voting interests of, or any interest in convertible into or exchangeable for, such capital stock or such equity or voting interests of, any corporationPerson other than Seller, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which and the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesSubsidiaries.
Appears in 3 contracts
Samples: Unit Purchase Agreement (Amc Entertainment Inc), Unit Purchase Agreement (Marquee Holdings Inc.), Unit Purchase Agreement (Amc Entertainment Inc)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each (a) Schedule 4.2(a) of the Company's subsidiaries have been validly issued Buyer Disclosure Schedule sets forth a true and are fully paid complete list of each Significant Subsidiary of Parent and nonassessable and such shares (each other than directors' qualifying shares and similar interests) are owned Subsidiary of Parent that is not directly or indirectly wholly owned by the CompanyParent or its Significant Subsidiaries, free together with its jurisdiction of organization and clear of all Liens. Except for the capital stock its authorized and outstanding Equity Securities as of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entitydate hereof. Each Subsidiary of the Company's subsidiaries that Parent is a corporation is a corporation duly organized, validly existing existing, and in good standing under the Laws laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership organization and has all requisite corporate or a limited liability company is duly formed similar power and validly existing under the Laws of authority to own, lease and operate its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, Assets and to carry on its business portion of the Parent Business as it is now being currently conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation and is duly qualified to do business and is in good standing as a foreign corporation to do business, and is in good standing, or other entity in each jurisdiction where the character ownership or operation of its properties owned or held under lease Assets or the nature conduct of its activities makes business requires such qualification necessaryqualification, except where the failure for failures to be so duly organized, validly existing, qualified or in good standing that would not not, individually or in the aggregate aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. Each Buyer has provided or made available to Seller true and complete copies of the Company's subsidiaries that is a partnership is certificate of incorporation and bylaws (or similar organizational documents) of each of the Significant Subsidiaries of Parent as in effect as of the date hereof. As of the date hereof, Parent owns, directly or indirectly, through one or more of its other Subsidiaries, all right, title and interest in and to all outstanding Equity Securities of the Subsidiaries indicated as owned by it on Schedule 4.2(a) of the Buyer Disclosure Schedule. All of the outstanding Equity Securities of the Subsidiaries of Parent have been duly qualified as a foreign partnership authorized to do businessauthorized, and is in good standingare validly issued, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesfully paid and non-assessable.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Adelphia Communications Corp), Asset Purchase Agreement (Time Warner Inc), Asset Purchase Agreement (Adelphia Communications Corp)
Subsidiaries. All Contango owns, directly or indirectly, the issued and outstanding capital stock, membership interests, partnership interests or other ownership interests (as applicable) of each of the entities listed on Schedule B hereto in the percentages set forth on Schedule B hereto, which constitute all direct or indirect subsidiaries of Contango. References herein to “Subsidiaries” refer to the entities listed on Schedule B hereto. Each Subsidiary has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization, with full power and authority to own, lease and operate its properties and assets and to conduct its business as described in the SEC Reports, except where the failure to be in good standing would not have a Material Adverse Effect. Each Subsidiary is duly qualified to do business and is in good standing in each jurisdiction where the ownership or leasing of its properties and assets or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the SEC Reports, all of the outstanding shares of capital stock of, or other ownership equity interests in, each of the Company's subsidiaries Subsidiaries have been duly authorized and validly issued and issued, are fully paid and nonassessable non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of any preemptive right, resale right, right of first refusal or similar right and such shares (other than directors' qualifying shares and similar interests) are owned directly by Contango or indirectly by applicable Subsidiary subject to no security interest, other encumbrance or adverse claims, except for such liens, encumbrances, equities or claims granted in connection with that certain Credit Agreement, dated as of September 17, 2019, among Contango, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and each of JPMorgan Chase Bank, N.A., Royal Bank of Canada and Cadence Bank, N.A., as joint bookrunners and the Companylenders from time to time party thereto, free and clear as amended, restated or modified from time to time (collectively, the “Credit Agreement”), or as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. No options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Scheduleof, or equity interests in, the Company does not ownSubsidiaries are outstanding. Contango owns, directly or indirectly, any capital stock or other ownership interest 37% of the outstanding limited liability company interests in any corporationExaro Energy III LLC, partnership, a Delaware limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a such limited liability company is duly formed and validly existing under interests are owned by Contango subject to no security interest, other encumbrance or adverse claims, except for such liens, encumbrances, equities or claims granted in connection with the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power Credit Agreement or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standingcould not, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessaryaggregate, except where the failure reasonably be expected to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiaries.
Appears in 3 contracts
Samples: Purchase Agreement (Contango Oil & Gas Co), Purchase Agreement (Contango Oil & Gas Co), Purchase Agreement (Contango Oil & Gas Co)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure ScheduleSide Letter, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that each Restricted Subsidiary is a corporation is a corporation duly organized, validly existing and in good standing (or their equivalents under applicable local law) under the Laws of its jurisdiction of incorporation. Each laws of the Company's subsidiaries that jurisdiction in which it is a partnership incorporated or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powerorganized, as the case may be, has full and adequate power to carry on own its Property and conduct its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is duly licensed or qualified and in good standing, standing in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where in which the failure to be so qualified would not individually or in the aggregate good standing would have a Company Material Adverse Effect. Each As of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do businessdate hereof, and is in good standingSchedule 5.2 hereto identifies each Restricted Subsidiary, in each the jurisdiction where the character of its properties owned incorporation or held under lease or organization, as the nature case may be, the percentage of issued and outstanding shares of each class of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities capital stock or other agreements or commitments obligating equity interests owned by the Company and the Restricted Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class of its authorized capital stock and other equity interests and the number of shares of each class issued and outstanding and the Company will notify the Agent of any material changes in such information. All of the outstanding shares of capital stock and other equity interests of each such Subsidiary are validly issued and outstanding and fully paid and nonassessable (except for the provisions of Section 630 of the Business Corporation Law of the State of New York, as to New York Corporations) and as of the date hereof all such shares and other equity interests indicated on Schedule 5.2 as owned by the Company or any a Restricted Subsidiary are as of its subsidiaries to issuethe date hereof owned, transfer beneficially and of record, by the Company or sell any securities such Restricted Subsidiary free and clear of any Company subsidiaryall Liens not permitted hereby. There are no voting, stockholder outstanding commitments or other agreements obligations of any Restricted Subsidiary to issue, and no options, warrants or understandings other rights of any Person to which the Company or acquire, any shares of the Company's subsidiaries is a party or is bound with respect to the voting any class of the capital stock or other equity interests of any Restricted Subsidiary except in favor of the Company or any of the Company's subsidiariesa Restricted Subsidiary.
Appears in 3 contracts
Samples: Credit Agreement (Emcor Group Inc), Credit Agreement (Emcor Group Inc), Credit Agreement (Emcor Group Inc)
Subsidiaries. Each Subsidiary is (a) duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is organized except, in the case of a Subsidiary that is not a Guarantor, where the failure to be in good standing would not have a Material Adverse Effect and (b) has full and adequate power to own its Property and conduct its business as now conducted, and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying; except in each case referred to in clause (b) to the extent that the failure to do so would not have a Material Adverse Effect. Schedule 6.2 hereto is a correct and complete copy of the organizational chart of Global Medical REIT and its Subsidiaries as of the Closing Date (including with respect to future periods as to which this representation is required to be remade, as updated from time to time as provided in Section 8.5(l)) and identifies the jurisdiction of organization of Global Medical REIT and each Subsidiary. All of the outstanding shares of capital stock of, or and other ownership equity interests in, of each of the Company's subsidiaries have been Subsidiary are validly issued and outstanding and, with respect to Subsidiaries that are corporations, fully paid and nonassessable nonassessable, and all such shares (and other than directors' qualifying shares equity interests indicated on Schedule 6.2 as owned by Global Medical REIT or a Subsidiary are owned, beneficially and similar interests) are owned directly of record, by Global Medical REIT or indirectly by the Company, such Subsidiary free and clear of all Liens (other than Permitted Liens). Except for the capital stock Other than as publicly disclosed by Global Medical REIT or any Subsidiary of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest Global Medical REIT in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power filings with any securities exchange or the partnership power, as the case may be, to carry on its business as it is now being conducted Securities and Exchange Commission or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereofany successor agency, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities commitments or other agreements or commitments obligating obligations of the Company Borrower or any Subsidiary of its subsidiaries the Borrower to issue, transfer and no options, warrants or sell any securities other rights of any Company subsidiary. There are no votingPerson to acquire, stockholder any shares of any class of capital stock or other agreements or understandings to which equity interests of the Company Borrower or any Subsidiary of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesBorrower.
Appears in 3 contracts
Samples: Credit Agreement (Global Medical REIT Inc.), Credit Agreement (Global Medical REIT Inc.), Credit Agreement (Global Medical REIT Inc.)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the The Company does not ownown or control, directly or indirectly, any capital stock corporation, association or other ownership interest entity other than the subsidiaries (collectively, the “Subsidiaries” and each a “Subsidiary”) described in any corporation, partnership, limited liability company, joint venture or other entitythe Registration Statement. The Subsidiaries are herein collectively called the “Group Entities” and each of them is herein called a “Group Entity.” Each of the Company's subsidiaries that Group Entity has been duly organized and is validly existing as a corporation is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries , has the corporate power or the partnership powerand authority to own, as the case may be, lease and operate its properties and to carry on conduct its business as it is now being conducted or presently proposed to be conducted. Each described in the Company's subsidiaries that is a corporation Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to do business, transact business and is in good standing, standing in each jurisdiction where in which such qualification is required, whether by reason of the character ownership or leasing of its properties owned or held under lease property or the nature conduct of its activities makes such qualification necessarybusiness, except where the failure so to qualify or to be so qualified in good standing would not individually or result in a Material Adverse Change (as hereinafter defined); except as otherwise disclosed in the aggregate have a Company Material Adverse EffectRegistration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Group Entity was issued in violation of the preemptive or similar rights of any securityholder of such Group Entity. Each The constitutive documents of each of the Group Entities comply with the requirements of applicable law in their respective jurisdictions of incorporation and are in full force and effect. Unless otherwise set forth, all references in this Section 7 to the “Company” shall include references to all of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business’s Subsidiaries. Aegis Capital Corp. May [●], and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiaries.2017
Appears in 3 contracts
Samples: Placement Agency Agreement (Boxlight Corp), Placement Agency Agreement (Boxlight Corp), Placement Agency Agreement (Boxlight Corp)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each Each of the Company's ’s subsidiaries have has been duly incorporated or formed, as applicable, and is validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except existing as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any a corporation, partnership, limited partnership or limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation as applicable, duly organized, validly existing qualified to do business and in good standing under the Laws laws of the jurisdiction of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a incorporation or formation, as applicable, and has corporate, partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powercompany, as the case may beapplicable, power and authority to carry on own, lease and operate its properties and to conduct its business as it is now being conducted or presently proposed to be conducted. Each described in the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do businessRegistration Statement, the Pricing Disclosure Package and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessaryProspectus, except where the failure to be so qualified or in good standing or have such power or authority would not individually or reasonably be expected to result in the aggregate have a Company Material Adverse Effect. Each of the Company's ’s subsidiaries that is a partnership is duly qualified as a foreign corporation, limited partnership authorized or limited liability company, as applicable, to do business, transact business and is in good standing, standing or equivalent status in each jurisdiction where in which such qualification is required, whether by reason of the character ownership or leasing of its properties owned or held under lease property or the nature conduct of its activities makes such qualification necessarybusiness, except for such jurisdictions where the failure to so qualify or to be so qualified in good standing would not not, individually or in the aggregate have aggregate, reasonably be expected to result in a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no All of the issued and outstanding options, warrants, subscriptions, calls, rights, convertible securities capital stock or other agreements or commitments obligating ownership interest of each subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company directly or any of its subsidiaries to issuethrough subsidiaries, transfer or sell any securities free and clear of any Company security interest, mortgage, pledge, lien, encumbrance or claim, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. None of the outstanding shares of capital stock, limited liability company interests or limited partnership interests, as the case may be, of any subsidiary was issued in violation of the preemptive or similar rights of any securityholder, member or partner, as the case may be, of such subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's The only subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of are the Company's subsidiariessubsidiaries listed on Exhibit B hereto.
Appears in 3 contracts
Samples: Underwriting Agreement (Colfax CORP), Underwriting Agreement (Colfax CORP), Underwriting Agreement (Colfax CORP)
Subsidiaries. All Except for the outstanding shares subsidiaries of capital stock ofeach of the Company and WW listed in Schedule 2.3 of the Stockholder Disclosure Letter (each subsidiary of the Company, or other ownership interests ina "Metal Subsidiary" and each subsidiary of WW, a "WW Subsidiary" and together with Metal Subsidiaries, the "Subsidiaries"), each of the Company's subsidiaries have been validly issued and which are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are wholly owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powerWW, as the case may be, to carry and except as set forth on its Schedule 2.3 of the Stockholder Disclosure Letter, each of the Company and WW does not have and has never had any subsidiaries and does not otherwise own and has never otherwise owned any shares of capital stock or any interest in, or control, directly or indirectly, any other corporation, partnership, association, joint venture or other business entity. Schedule 2.3 of the Stockholder Disclosure Letter sets forth the capitalization of each Subsidiary. The Company or WW, as it the case may be, is now being conducted or presently proposed to be conductedthe record and beneficial owner of all of the outstanding capital stock of each Subsidiary. Each Schedule 2.3 of the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, Stockholder Disclosure Letter also sets forth the names of the directors and is in good standing, in officers of each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse EffectSubsidiary. Each of the CompanyCompany and WW has provided Parent with true and correct copies of each Subsidiary's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do businesscertificate of incorporation, and is in good standing, in each jurisdiction where the character of its properties owned bylaws or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effectother applicable charter documents. Except as set forth in Section 4.2 hereof, there There are no outstanding options, warrants, subscriptions, calls, rights, convertible securities commitments or other agreements of any character, written or commitments obligating oral, to which either the Company Company, WW or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries Subsidiary is a party or by which it is bound with respect obligating any Subsidiary to the voting issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of any Subsidiary or obligating any Subsidiary to grant, extend, accelerate the Company vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any Subsidiary. Getko Canada has no interest in any asset, property or right of the Company's subsidiariesany type or description, real, personal, tangible and intangible.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cendant Corp), Agreement and Plan of Reorganization (Cendant Corp)
Subsidiaries. All Part I of Schedule 5.08 (as such Schedule may be supplemented by a writing delivered by the outstanding shares Borrower to the Bank from time to time after the Effective Date) hereto lists each Subsidiary of capital stock of, or other the Borrower (and the direct and indirect ownership interests inof the Borrower therein), in each case existing on the Effective Date. Except as set forth on Part I of such Schedule 5.08, each such Subsidiary existing on the date hereof is, and in the case of any additional corporate Subsidiaries formed after the Company's subsidiaries Effective Date each of such additional corporate Subsidiaries will be at each time that this representation is made or deemed to be made after the Effective Date, a Wholly-Owned Subsidiary that is a corporation duly incorporated, validly existing and, to the extent relevant in such jurisdiction, in good standing under the laws of its jurisdiction of incorporation, and has all corporate powers and all material Governmental Approvals required to carry on its business as now conducted. Except as listed on Part II of Schedule 5.08 (as such Schedule may be supplemented by a writing delivered by the Borrower to the Bank from time to time after the Effective Date), neither the Borrower nor any of its Subsidiaries are engaged in any joint venture or partnership with any other Person. All outstanding shares, member interests or equivalent equity interests, as applicable, of each Subsidiary (i) that is a Domestic Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interestsii) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation Foreign Subsidiary have been duly organized, authorized and validly existing issued and in good standing are fully paid and nonassessable to the extent such concepts are applicable under the Laws laws of its jurisdiction of incorporation. Each of the Companysuch Foreign Subsidiary's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each Except as listed on Part III of Schedule 5.08 (as such Schedule may be supplemented by a writing delivered by the Company's subsidiaries has Borrower to the corporate power or Bank from time to time after the partnership powerEffective Date), as the case may beof May 31, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof2002, there are no outstanding options, stock purchase warrants, subscriptions, callsoptions, rightssecurities, convertible securities instruments or other agreements rights of any type or commitments obligating nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or permit the Company issuance of capital stock of the Borrower or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesSubsidiaries.
Appears in 2 contracts
Samples: Credit Agreement (Trex Co Inc), Credit Agreement (Trex Co Inc)
Subsidiaries. All A complete and accurate list of all of the Subsidiaries of Agere, together with the jurisdiction of incorporation of each Subsidiary and the percentage of each Subsidiary’s outstanding shares of capital stock ofowned by Agere or another Subsidiary or affiliate of Agere, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as is set forth in Section 4.3 3.2 of the Company Agere Disclosure Schedule, the Company Letter. Agere does not own, directly or indirectlyindirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any capital stock or other ownership interest Person, excluding securities in any corporation, partnership, limited liability publicly traded company held for investment by Agere and comprising less than one percent of the outstanding stock of such company, joint venture or other entity. Each Subsidiary of the Company's subsidiaries that Agere is a corporation is a corporation duly organized, validly existing and in good standing under the Laws Legal Requirements of its jurisdiction of incorporation. Each of organization (to the Company's subsidiaries that is a partnership extent such concepts exist in such jurisdictions) and has all requisite corporate or a limited liability company is duly formed other power and validly existing under authority necessary to own, lease and operate the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power properties it purports to own, lease or the partnership power, as the case may be, operate and to carry on its business as it is now presently being conducted or presently proposed conducted, except to the extent that the failure to be conductedso organized or existing or in good standing or have such power or authority would not reasonably be expected to have, individually or in the aggregate, an Agere Material Adverse Effect. Each the Company's subsidiaries that is a corporation Subsidiary of Agere is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction (to the extent such concepts exist in such jurisdictions) where the character or location of its the properties owned owned, leased or held under lease operated by it or the nature of its activities makes such qualification or licensing necessary, except where to the extent that the failure to be so qualified or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate have a Company aggregate, an Agere Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agere Systems Inc), Agreement and Plan of Merger (Lsi Logic Corp)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized’s “subsidiaries” (for purposes of this Agreement, validly existing shall not include Visirna and shall otherwise have the meaning set forth in good standing Rule 405 under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership Securities Act) has been duly incorporated or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powerorganized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing, if applicable, under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to carry on own, lease and operate its properties and to conduct its business as it is now being conducted or presently proposed to be conducteddescribed in the Registration Statement and the Prospectus. Each of the Company's ’s subsidiaries that is a corporation is duly qualified as a foreign corporation corporation, partnership or limited liability company, as applicable, to do business, transact business and is in good standing, standing in each jurisdiction where in which such qualification is required, whether by reason of the character ownership or leasing of its properties owned or held under lease property or the nature conduct of its activities makes such qualification necessarybusiness, except where the failure to be so qualified would and in good standing could not be expected, individually or in the aggregate have aggregate, to result in a Company Material Adverse EffectChange. Each All of the issued and outstanding capital stock or other equity or ownership interests of each of the Company's ’s subsidiaries that is a partnership is have been duly qualified authorized and validly issued, are fully paid and nonassessable and, except as a foreign partnership authorized to do businessdisclosed in the Registration Statement and the Prospectus, are owned by the Company, directly or through subsidiaries, free and is clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding capital stock or equity interest in good standing, any subsidiary was issued in violation of preemptive or similar rights of any security holder of such subsidiary. The constitutive or organizational documents of each jurisdiction where of the character subsidiaries comply in all material respects with the requirements of applicable laws of its properties owned jurisdiction of incorporation or held under lease organization and are in full force and effect. Other than Visirna and Tego Biosciences Corporation, the Company does not own or the nature of its activities makes such qualification necessarycontrol, except where the failure to be so qualified would not individually directly or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereofindirectly, there are no outstanding optionsany corporation, warrants, subscriptions, calls, rights, convertible securities association or other agreements or commitments obligating entity other than the Company or any of its subsidiaries listed in Exhibit 21.1 to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiaries.’s most recent Annual Report on Form 10-K.
Appears in 2 contracts
Samples: Open Market Sale (Arrowhead Pharmaceuticals, Inc.), Arrowhead Pharmaceuticals, Inc.
Subsidiaries. Section 4(f) of the Disclosure Schedule sets forth for each Subsidiary of any Target (i) its name and jurisdiction of incorporation or organization, (ii) the authorized shares equity, (iii) the issued and outstanding equity, the names of the holders thereof, and the number of units and percentage ownership held by each such holder, and (iv) the equity held in treasury, if any. All of the issued and outstanding equity of each Subsidiary of any Target have been duly authorized and are validly issued, fully paid, and, if applicable, non-assessable. Targets and/or one or more of their Subsidiaries hold of record and own beneficially all of the outstanding shares equity of each Subsidiary of Target, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Targets or any of their Subsidiaries to sell, transfer, or otherwise dispose of any capital stock of any of their Subsidiaries or that could require any Subsidiary of Targets to issue, sell, or otherwise cause to become outstanding any of its own equity. There are no outstanding equity appreciation, phantom equity, profit participation, or similar rights with respect to any Subsidiary of Targets. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any equity of any Subsidiary of Targets. None of Targets nor any of their Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust, or other business association that is not a Subsidiary of Targets. Except for the Subsidiaries set forth in Section 4(f) of the Disclosure Schedule, none of Targets nor any of their Subsidiaries owns or has any right to acquire, directly or indirectly, any outstanding capital stock of, or other ownership equity interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesPerson.
Appears in 2 contracts
Samples: Securities Purchase and Exchange Agreement (TerrAscend Corp.), Securities Purchase and Exchange Agreement
Subsidiaries. All (i) Section 7.2(b) of the Hxxxxx Disclosure Letter sets forth a complete and accurate list of each Contributed Subsidiary both as of the date of this Agreement and immediately following the Hxxxxx Restructuring, together with its jurisdiction of organization and its authorized and outstanding shares of capital stock of, or other ownership equity interests in, each such Subsidiary as of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entitydate hereof. Each Subsidiary of the Company's subsidiaries that Hxxxxx which has title to any Property reasonably expected to be a Contributed Asset and each Contributed Subsidiary is a corporation is a corporation duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of incorporation. Each of organization (to the Company's subsidiaries that extent the “good standing” concept is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as applicable in the case may beof any jurisdiction outside the United States) and has all requisite corporate or similar power and authority to own, lease and operate its Properties and to carry on its business portion of the MCD Business as it is now being currently conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation and is duly qualified to do business and is in good standing as a foreign corporation to do business, and is in good standing, or other entity in each jurisdiction where the character ownership or operation of its properties owned or held under lease assets or the nature conduct of its activities makes business requires such qualification necessary(to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States), except where the failure for any such failures to be so duly organized, validly existing, qualified would not or in good standing or to have such power or authority that, individually or in the aggregate aggregate, would not reasonably be likely to have a Company Hxxxxx Material Adverse Effect. Each Hxxxxx has made available to Stratex complete and correct copies of the Company's subsidiaries that certificate of incorporation and the bylaws (or similar organizational documents) of each of the currently existing Contributed Subsidiaries, as amended through the date of this Agreement (the “Hxxxxx Governing Documents”) and each Hxxxxx Governing Document is a partnership in full force and effect. Each Contributed Subsidiary is in compliance with the terms of its certificate of incorporation and bylaws (or comparable governing instruments) as amended through the date of this Agreement. Hxxxxx owns, directly and indirectly, all right, title and interest in and to, all outstanding capital stock of, or other equity interests in, the Contributed Subsidiaries. All of the outstanding stock of, or other equity interests in, the Contributed Subsidiaries has been duly qualified as a foreign partnership authorized to do businessauthorized, and is in good standingvalidly issued, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesfully paid and non-assessable.
Appears in 2 contracts
Samples: Intellectual Property Agreement (Stratex Networks Inc), Intellectual Property Agreement (Harris Corp /De/)
Subsidiaries. All The Company has furnished to the outstanding shares Investors or has Previously Disclosed a true, correct and complete list of capital stock of, or other ownership interests in, each all of its subsidiaries (as the term “subsidiary” is defined for purposes of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interestsBank Holding Company Act) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock as of the Company's subsidiaries and except as set forth in Section 4.3 date of the this Agreement (individually, a “Company Disclosure ScheduleSubsidiary” and, collectively, the “Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entitySubsidiaries”). Each of the Company's subsidiaries that Company Subsidiary (including FirstBank) has been duly organized and is a corporation is a corporation duly organized, validly existing and and, to the extent the concept is applicable, in good standing under the Laws of its jurisdiction of incorporation. Each laws of the Company's subsidiaries that is a partnership jurisdiction in which it was formed. All the shares of stock or a other equity interests in each of the Company Subsidiaries, whether directly or indirectly owned, have been duly authorized and validly issued and, with regard to stock of corporations or other equity interests in limited liability company is duly formed entities, are fully paid and validly existing under non-assessable and are not subject to any preemptive rights and are free and clear of any lien, adverse right or claim, charge, option, pledge, covenant, title defect, security interest or other encumbrance of any kind, with no personal liability attaching to the Laws of its jurisdiction of formationownership thereof, except liens, adverse rights or claims, charges, options, pledges, covenants, title defects, security interests or encumbrances on the Company’s equity interests in Company Subsidiaries other than FirstBank that do not affect the Company’s control over those Company Subsidiaries and, in the aggregate, would not reasonably be expected to be materially adverse the Company and the Company Subsidiaries taken as a whole. Each Neither the Company nor any of the Company's subsidiaries Company Subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding issued any options, warrants, subscriptionsscrips, pre-emptive rights, rights to subscribe, gross-up rights, calls, rightscommitments or convertible or exchangeable securities, convertible securities or is a party to any other agreements agreements, which require, or commitments obligating upon the passage of time, the payment of money or the occurrence of any other event may require, the Company or any Company Subsidiary to issue or transfer any shares of its subsidiaries to issueor other equity interests in a Company Subsidiary, and there are no registration rights or covenants or transfer or sell voting restrictions with respect to any securities shares of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or equity interests in any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesSubsidiaries.
Appears in 2 contracts
Samples: Investment Agreement (First Bancorp /Pr/), Investment Agreement (First Bancorp /Pr/)
Subsidiaries. All the outstanding shares Each "significant subsidiary" (as such term is defined in Rule 1-02 of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interestsRegulation S-X) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule(which term shall not include Digital Teleport Inc.) and each of KLT Inc.; Kansas City Power & Light Company; KLT Energy Services Inc.; Innovative Energy Consultants Inc.; Custom Energy Holdings, L.L.C.; Strategic Energy, L.L.C.; KLT Gas, Inc.; KLT Investments Inc.; Home Service Solutions Inc.; and Worry Free Service Inc. (each, a "Subsidiary" and, together with each "significant subsidiary," the Company does not own, directly "Subsidiaries") has been duly organized or indirectly, any capital stock formed and is validly existing as a corporation or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and company in good standing under the Laws laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership incorporation or a formation, has corporate or limited liability company is duly formed power and validly existing under the Laws of authority to own, lease and operate its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, properties and to carry on conduct its business as it is now being conducted or presently proposed to be conducted. Each described in the Company's subsidiaries that is a corporation Prospectus and is duly qualified as a foreign corporation or limited liability company to do business, transact business and is in good standing, standing in each jurisdiction where in which such qualification is required, whether by reason of the character ownership or leasing of its properties owned or held under lease property or the nature conduct of its activities makes such qualification necessarybusiness, except where the failure so to qualify or to be so qualified in good standing would not individually or result in a Material Adverse Effect (as defined herein); except as otherwise disclosed in the aggregate have a Company Material Adverse Effect. Each Registration Statement, all of the issued and outstanding shares of capital stock or limited liability company interests owned directly or indirectly by the Company of each such Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock or limited partnership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder of such Subsidiary. The Company's indirect ownership interest in Strategic Energy, L.L.C. is 99.99% and all subsidiaries that through which this interest is a partnership is duly qualified owned are included as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesSubsidiaries.
Appears in 2 contracts
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each Section 5.3 of the Company's subsidiaries have been validly issued Parent Disclosure Letter sets forth a true and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly complete list of each Subsidiary of Parent, including its jurisdiction of incorporation or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entityformation. Each of the Company's subsidiaries that Subsidiaries of Parent (i) is a corporation is a corporation an entity duly organized, validly existing and in good standing under the Laws of its the jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership its organization, (ii) has all requisite corporate or a limited liability company is duly formed similar power and validly existing under the Laws of authority to own, lease and operate its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, properties and to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation and (iii) is duly qualified as a foreign corporation or licensed to do business, business and is in good standing, standing in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except in the case of clause (iii), where the failure to be so qualified would not or licensed or in good standing, individually or in the aggregate aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each No shares of capital stock of Parent are owned by any Subsidiary of Parent. All outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of Parent have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rights. All outstanding shares of capital stock and other voting securities or equity interests of each such Subsidiary are owned, directly or indirectly, by Parent, free and clear of all Liens other than Permitted Liens of Parent and its Subsidiaries. Except for the capital stock of, or other equity or voting interests in, its Subsidiaries, Parent does not own, directly or indirectly, any share of capital stock, membership interest, partnership interest, joint venture interest, or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for any of the Company's subsidiaries that foregoing, nor is a partnership is duly qualified as a foreign partnership authorized it under any current or prospective obligation to do businessform or participate in, and is in good standingprovide funds to, in each jurisdiction where the character of its properties owned make any loan, capital contribution, guarantee, credit enhancement or held under lease other investment in, or the nature of its activities makes such qualification necessaryassume any liability or obligation of, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effectany Person. Except as set forth in Section 4.2 hereof5.3 of the Parent Disclosure Letter, there are no Parent does not have any outstanding options, warrants, subscriptions, calls, equity appreciation rights, convertible securities phantom equity or other agreements equity equivalents or commitments obligating the Company equity-based awards or any of its subsidiaries to issue, transfer rights that are valued in whole or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound in part with respect to the voting any Subsidiary of the capital stock of the Company or any of the Company's subsidiariesParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diffusion Pharmaceuticals Inc.), Agreement and Plan of Merger (Diffusion Pharmaceuticals Inc.)
Subsidiaries. All The Company’s only subsidiaries that are consolidated with the Company for financial reporting purposes under GAAP are those listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”). Each of the Subsidiaries has been duly organized and is validly existing as a corporation, limited liability company or limited partnership in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation, limited liability company or limited partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned directly or indirectly by the Company free and clear of any security interest, mortgage, pledge, lien encumbrance, claim or equity; none of the outstanding shares of capital stock of, of any of the Subsidiaries was issued in violation of the preemptive or other ownership interests in, each similar rights of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and any securityholder of such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all LiensSubsidiary. Except for the capital stock of the Company's subsidiaries and except (A) as set forth in Section 4.3 the Registration Statement, the General Disclosure Package and the Prospectus, (B) portfolio investments made after • and (C) the interest of the Company Disclosure ScheduleARCC CLO 2006 LLC in ARCC Commercial Loan Trust, a Delaware statutory trust, as trust beneficiary, the Company does not own, directly or indirectly, any capital shares of stock or any other ownership equity or debt securities of any corporation or have any equity or debt interest in any corporationfirm, partnership, limited liability companyjoint venture, joint venture association or other entity. Each of the Company's subsidiaries entity that is not a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesSubsidiary.
Appears in 2 contracts
Samples: Purchase Agreement (Ares Capital Corp), Purchase Agreement (Ares Capital Corp)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized’s “subsidiaries” (for purposes of this Agreement, validly existing and as defined in good standing Rule 405 under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership Securities Act) has been duly incorporated or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powerorganized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization (to carry on the extent the concept of good standing is applicable in such jurisdiction) and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as it is now being conducted or presently proposed to be conducteddescribed in the Registration Statement, the Time of Sale Prospectus and the Prospectus. Each of the Company's ’s subsidiaries that is a corporation is duly qualified as a foreign corporation corporation, partnership or limited liability company, as applicable, to do business, transact business and is in good standing, standing in each jurisdiction where (to the character extent the concept of its properties owned good standing is applicable in such jurisdiction) in which such qualification is required, whether by reason of the ownership or held under lease leasing of property or the nature conduct of its activities makes such qualification necessary, except where business. All of the failure to be so qualified would not individually issued and outstanding share capital or in the aggregate have a Company Material Adverse Effect. Each other equity or ownership interests of each of the Company's ’s subsidiaries that is a partnership is have been duly qualified authorized and validly issued, are fully paid (to the extent they have become due and payable) in accordance with its respective articles of association in effect as a foreign partnership authorized to do businessof the date hereof and nonassessable and are owned by the Company, directly or through subsidiaries, free and is clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding share capital or other equity interest in good standing, any subsidiary was issued in violation of preemptive or similar rights of any security holder of such subsidiary. The constitutive or organizational documents of each jurisdiction where of the character subsidiaries comply in all material respects with the requirements of applicable laws of its properties owned jurisdiction of incorporation or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or organization and are in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesfull force and effect.
Appears in 2 contracts
Samples: Underwriting Agreement (I-Mab), Underwriting Agreement (I-Mab)
Subsidiaries. Section 2.3 of the Company Disclosure Schedule identifies the full legal name of the Company and each of its Subsidiaries, the names of all holders of equity securities of each such Subsidiary, and indicates each such legal entity’s jurisdiction of organization and each jurisdiction in which it is qualified to conduct business. All of the issued and outstanding shares of capital stock of, or other ownership interests in, each equity securities of the Company's subsidiaries have been validly issued and such Subsidiaries listed in such section are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly owned by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that Subsidiaries listed in such section is a corporation is a corporation duly organized, validly existing and in good standing under the Laws laws of its jurisdiction their respective jurisdictions of incorporation. Each of the Company's subsidiaries that is a partnership formation and are qualified or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, licensed to carry on its do business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, entities and is in good standing, standing in each jurisdiction where in which the character of its the properties owned owned, operated or held under lease leased by it, or the nature of its activities business, makes such qualification or licensure necessary, except where the failure to be so qualified qualify would not not, individually or in the aggregate aggregate, would have a Company Material Adverse Effect. Each Subsidiary has all requisite corporate, company or similar power and authority necessary to own, lease and operate its properties and assets and to carry on the Business. None of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business’s Subsidiaries (i) has issued securities convertible into or exchangeable or exercisable for any equity securities of such Subsidiary, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding (ii) has issued options, warrantswarrants or other rights to purchase or subscribe to any equity securities of such Subsidiary or securities that are convertible into or exchangeable or exercisable for any equity securities of such Subsidiary, subscriptions(iii) is party to any Contract relating to the issuance, callssale or transfer of (A) any equity securities of such Subsidiary, (B) any such securities convertible into or exchangeable or exercisable for any equity securities of such Subsidiary or (C) any such options, warrants or other rights to purchase or subscribe to any equity securities of such Subsidiary or securities that are convertible into or exchangeable or exercisable for any equity securities of such Subsidiary and (iv) has not issued any equity equivalents, restricted stock units, phantom stock ownership interests, equity appreciation rights, convertible securities profit participation rights or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound similar rights with respect to the voting any equity securities of the capital stock such Subsidiary. The Company has made available to Buyer complete and accurate copies of the Company each Subsidiary’s certificate of incorporation and bylaws or any certificate of the Company's subsidiariesformation and operating agreement, as applicable, as amended to date and presently in effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger
Subsidiaries. All Each Subsidiary (including, without limitation, Holdings LLC) has been duly incorporated or organized and is validly existing, and, to the outstanding shares of capital stock of, or other ownership interests in, each actual knowledge of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership incorporation or a limited liability company is duly formed organization, with power and validly existing under the Laws of authority (corporate or other) to own its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on properties and conduct its business as it is now being conducted or presently proposed to be conducted. Each described in the Company's subsidiaries that is a corporation Registration Statement and the Prospectus; and each Subsidiary is duly qualified to do business as a foreign corporation or organization, and, to do businessthe actual knowledge of the Company, and is in good standing, standing in each jurisdiction where all other jurisdictions in which its ownership or lease of property or the character conduct of its properties owned or held under lease or the nature of its activities makes business requires such qualification necessaryqualification, except where the failure to be so qualified would not not, individually or in the aggregate have aggregate, result in a Company Material Adverse Effect. Each ; all of the Company's subsidiaries that is a issued and outstanding capital stock, partnership is interests or membership interests of each Subsidiary, including the outstanding LTIP Units of the Operating Partnership, has been duly qualified as a foreign partnership authorized to do business, and validly issued and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, fully paid and nonassessable (except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to future capital contributions as provided in the voting operating agreement or limited partnership agreement (or similar organizational document) of the applicable Subsidiary made subsequent to the date hereof); and, except as disclosed in the Registration Statement and the Prospectus or as would not be required to be disclosed in a report required to be filed pursuant to the Exchange Act or Exchange Act Regulations, the Transaction Entities or such Subsidiary, as applicable: (i) hold, directly or indirectly, good and marketable title to their respective capital stock stock, partnership interests or membership interests of each Subsidiary, free from liens, encumbrances and defects, subject only to restrictions on transfer imposed under applicable U.S. federal and state securities laws and the limited liability company agreement, partnership agreement (or similar organizational document) of the Company applicable Subsidiary; and, (ii) have not conveyed, transferred, assigned, pledged or hypothecated any of their respective capital stock, partnership interests or membership interests, in whole or in part, or granted any rights, options or rights of first refusal or first offer to purchase any of such stock interests or any of the Company's subsidiariesportion thereof.
Appears in 2 contracts
Samples: Bluerock Residential Growth REIT, Inc., Bluerock Residential Growth REIT, Inc.
Subsidiaries. Section 3(e) of the Disclosure Schedule sets forth (i) the authorized capital stock of each direct and indirect Subsidiary of the Company and the number of issued and outstanding shares of each class of its capital stock (or other securities), the names of the holders thereof, and the number of shares held by each such holder, (ii) the number of shares of its capital stock held in treasury and (iii) the nature and amount of any such equity investment, other interest or advance. All the outstanding of such shares of capital stock of, of Subsidiaries directly or other ownership interests in, each of indirectly held by the Company's subsidiaries Company have been duly authorized, are validly issued and are fully paid and nonassessable nonassessable. All of the issued and outstanding shares (or other securities) of each Subsidiary were issued in compliance with all applicable federal and state securities Laws and any other applicable Laws. The Company directly, or indirectly through wholly owned Subsidiaries, holds of record and beneficially owns all such shares (other than directors' qualifying shares and similar interests) are owned directly of capital stock of the direct or indirectly by the Company, indirect Subsidiaries free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entityEncumbrances. Each of the Company's subsidiaries that Subsidiary is a corporation is a corporation an Entity duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the Laws of its state or jurisdiction of incorporationincorporation (as listed in Section 3(e) of the Company Disclosure Schedule) and in all jurisdictions in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries Subsidiary has the corporate full and unrestricted power or the partnership powerand authority to own, as the case may be, operate and lease its assets and to carry on its business the Business (and any other business) as it is now being currently conducted or presently (and proposed to be conducted). Each Dalian Fushi has the Company's subsidiaries that is a corporation is duly qualified full and unrestricted power and authority to own, operate and lease its assets and to carry on the Business (and any other business) as a foreign corporation to do business, and is in good standing, in each jurisdiction where currently conducted. Other than as contemplated by the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereofRestructuring Agreements, there are no outstanding or authorized options, warrants, subscriptions, calls, purchase rights, convertible securities subscription rights, conversion rights, exchange rights or other agreements contracts or commitments obligating the Company that could require any Subsidiary to issue, sell or otherwise cause to become outstanding any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiarycapital stock. There are no votingoutstanding or authorized stock appreciation, stockholder phantom stock, profit participation or similar rights with respect to any Subsidiary. Other than as contemplated by the Restructuring Agreements, there are no voting trusts, proxies, or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of any Subsidiary (including Dalian Fushi). Other than as contemplated by the Restructuring Agreement, neither the Company or nor any of the Company's subsidiariesits Subsidiaries (including Dalian Fushi) control directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust, or other business association which is not a Subsidiary.
Appears in 2 contracts
Samples: Heller Stock Purchase Agreement (Parallel Technologies Inc), Stock Purchase Agreement (Parallel Technologies Inc)
Subsidiaries. All the outstanding shares Each of capital stock ofits Subsidiaries (i) is a duly organized bank, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture partnership or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organizedstatutory trust, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each applicable laws of the Company's subsidiaries that jurisdiction in which it is a partnership incorporated or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries organized, (ii) has the full corporate power or the partnership power, as the case may be, and authority to carry on its business as it is now being conducted or presently proposed and to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do own, lease and operate its assets, properties and business, and (iii) is in good standing, duly licensed or qualified to do business in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would is not reasonably likely to have, either individually or in the aggregate have aggregate, a Company Material Adverse Effect. Each The outstanding shares of capital stock or equity interests of each of its Subsidiaries are validly issued and outstanding, fully paid and nonassessable and all such shares or equity interests are directly or indirectly owned by it free and clear of all liens, claims and encumbrances or preemptive rights of any person. No rights are authorized, issued or outstanding with respect to the capital stock or equity interests of any of its Subsidiaries and there are no agreements, understandings or commitments relating to the right to vote or to dispose of the Company's subsidiaries capital stock or equity interests of any of its Subsidiaries. There are no restrictions on the ability of any of its Subsidiaries to pay dividends or distributions except, in the case of a Subsidiary that is a partnership regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposits of each of its Subsidiaries that is duly a commercial bank are insured by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the maximum extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened. A true and complete list of its direct and indirect Subsidiaries as of the date hereof is set forth in Section 3.3(b) of its Disclosure Letter that shows each Subsidiary’s jurisdiction of incorporation, each jurisdiction in which each Subsidiary is qualified as a foreign partnership authorized and/or licensed to do business, its form of organization (corporate, partnership, joint venture), and is in good standing, in lists the owner(s) and percentage ownership (direct or indirect) of each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesSubsidiary.
Appears in 2 contracts
Samples: Affiliate Agreement (Xenith Bankshares, Inc.), Affiliate Agreement (Union Bankshares Corp)
Subsidiaries. All The Company holds 100% of the issued and outstanding shares stock of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all LiensBorrowers. Except for the capital stock Each Subsidiary of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that Borrowers is a corporation is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized has full and adequate power to own its Property and conduct its business as now conducted, and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying, except where the failure to do so would not have a Material Adverse Effect. Schedule 6.2 hereto identifies each Subsidiary, the jurisdiction of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership incorporation or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powerorganization, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, percentage of issued and is in good standing, in outstanding shares of each jurisdiction where the character class of its properties capital stock or other equity interests owned or held under lease or by any Borrower and the nature other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class of its activities makes such qualification necessary, except where authorized capital stock and other equity interests and the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effectnumber of shares of each class issued and outstanding. Each All of the Company's subsidiaries that is outstanding shares of capital stock and other equity interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 6.2 as owned by a partnership is duly qualified Borrower or another Subsidiary are owned, beneficially and of record, by such Borrower or such Subsidiary, as a foreign partnership authorized the case may be, free and clear of all Liens other than the Liens granted in favor of the Administrative Agent pursuant to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiaryCollateral Documents. There are no voting, stockholder outstanding commitments or other agreements obligations of any Subsidiary to issue, and no options, warrants or understandings other rights of any Person to which the Company or acquire, any shares of the Company's subsidiaries is a party or is bound with respect to the voting any class of the capital stock or other equity interests of the Company or any of the Company's subsidiariesSubsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Rc2 Corp), Credit Agreement (Rc2 Corp)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each Each Subsidiary of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Company is listed on Section 4.3 of the Company Disclosure Schedule, the Schedule (a “Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entitySubsidiary”). Each of the Company's subsidiaries that Company Subsidiary is a corporation is a corporation duly organized, validly existing and and, where applicable, in good standing under the Laws laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership organization and has all requisite corporate or a limited liability company is duly formed other power and validly existing under the Laws of authority to own, lease and operate its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, properties and to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation , and each Company Subsidiary is duly qualified as a foreign corporation or licensed to do business, business and is in good standing, standing in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities the business conducted by such Company Subsidiary makes such qualification or licensing necessary, except other than in such jurisdictions where the failure to be so qualified would not qualified, individually or in the aggregate aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each The outstanding shares of the Company's subsidiaries that is a partnership is capital stock or other equity interests of each Company Subsidiary have been duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effectvalidly issued and are fully paid and non-assessable. Except as set forth in Section 4.2 hereof, there There are no outstanding options(i) securities of any Company Subsidiary convertible into or exchangeable for shares of capital stock or voting securities of any Company Subsidiary, warrantsor (ii) options or other rights to acquire from any Company Subsidiary, subscriptionsor other obligations of any Company Subsidiary to issue, callsany capital stock, rights, convertible voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Company Subsidiary. The capital stock or equity interests of any Company Subsidiary are not subject to preemptive or similar rights. Section 4.3 of the Company Disclosure Schedule sets forth, for each Company Subsidiary, (A) the authorized capital stock, (B) the number of issued and outstanding shares of capital stock or other agreements equity interests and (C) the holders of such capital stock or commitments obligating equity interests and the amounts held by such holders. Section 4.3 of the Company Disclosure Schedule sets forth any capital stock or other equity interests of any other Person owned by the Company or any Company Subsidiary (other than in connection with the ordinary course of operation of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesbrokerage business).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Instinet Group Inc), Agreement and Plan of Merger (Nasdaq Stock Market Inc)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 3.02 of the Company Disclosure Schedule, the Company does not ownhas no Subsidiaries (as defined in Article X) and neither the Company nor any Subsidiary has any equity investment or other interest in, directly nor has the Company or indirectlyany Subsidiary made advances or loans to (other than intra-company transactions between or among the Company and any Subsidiary and other than for customary credit extended to customers of the Company in the Ordinary Course of Business (as defined in Article X) and reflected in the Financial Statements (as defined in Section 3.08)), any Person. Section 3.02 of the Company Disclosure Schedule sets forth (a) the authorized capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture equity interests of each Subsidiary and the percentage of the outstanding capital stock or other entityequity interests of each Subsidiary owned by the Company. All of such shares of capital stock or other equity interests of the Subsidiaries have been duly authorized and validly issued and are outstanding, fully paid and nonassessable and except as set forth in Section 3.02 of the Company Disclosure Schedule, are owned by the Company free and clear of all Encumbrances (as defined in Article X) other than Encumbrances arising under applicable securities Laws. Each of the Company's subsidiaries that Subsidiary is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its state or jurisdiction of incorporation. Each organization (as listed in Section 3.02 of the Company's subsidiaries that is a partnership Company Disclosure Schedule), and has the requisite corporate or a limited liability company is duly formed power and validly existing under the Laws of authority to own, operate and lease its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, Assets and to carry on its business as it is now being conducted or presently proposed to be currently conducted. Each the Company's subsidiaries that is a corporation Subsidiary is duly qualified to conduct business as a foreign corporation to do business, Person and is in good standing, standing in each jurisdiction where the character nature of its business or the ownership or leasing of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except other than where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McLeodusa Inc), Agreement and Plan of Merger (Choice One Communications Inc)
Subsidiaries. 4(f) of the Disclosure Schedule sets forth for each Subsidiary of the Target (i) its name and jurisdiction of incorporation, (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder, and (iv) the number of shares of its capital stock held in treasury. All of the issued and outstanding shares of capital stock of, or other ownership interests in, of each Subsidiary of the Company's subsidiaries Target have been validly issued duly authorized and are validly issued, fully paid paid, and nonassessable nonassessable. One of the Target and such its Subsidiaries holds of record and owns beneficially all of the outstanding shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by of each Subsidiary of the CompanyTarget, free and clear of all Liensany restrictions on transfer (other than restrictions under the Securities Act and state securities laws), Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Except for There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require any of the Target and its Subsidiaries to sell, transfer, or otherwise dispose of any capital stock of the Company's subsidiaries and except as set forth in Section 4.3 any of its Subsidiaries or that could require any Subsidiary of the Company Disclosure ScheduleTarget to issue, sell, or otherwise cause to become outstanding any of its own capital stock. There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Subsidiary of the Company does not ownTarget. There are no voting trusts, directly proxies, or indirectly, other agreements or understandings with respect to the voting of any capital stock of any Subsidiary of the Target. None of the Target and its Subsidiaries controls directly or other ownership interest indirectly or has any direct or indirect equity participation in any corporation, partnership, limited liability companytrust, joint venture or other entity. Each business association which is not a Subsidiary of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesTarget.
Appears in 2 contracts
Samples: Stock Purchase Agreement (WellTek Inc), Stock Purchase Agreement (Segmentz Inc)
Subsidiaries. All Schedule 6.04 hereto sets forth the name of each Subsidiary of Clearwire as of the Initial Closing Date, immediately prior to the occurrence of the Initial Closing, and without giving effect to the Contemplated Transactions ("Subsidiaries") and, with respect to each Subsidiary, the jurisdiction in which it is incorporated or organized, the jurisdictions, if any, in which it is qualified to do business, the number of shares of its authorized capital stock, the number and class of shares thereof duly issued and outstanding, the names of all stockholders or other equity owners and the number of shares of stock owned by each stockholder or the amount of equity owned by each equity owner. The outstanding shares of capital stock ofor equity interests of each such Subsidiary are validly issued, folly paid and nonassessable, and all such shares or other ownership equity interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) represented as being owned by Clearwire Parent are owned directly or indirectly by the Company, it free and clear of any and all Liens. Except for the capital stock of the Company's subsidiaries and , except as set forth in Section 4.3 Schedule 6.04. Except as set forth in Schedule 6.04, there is no existing option, warrant, call, commitment or agreement to which any such Subsidiary is a party requiring, and there are no convertible securities of the Company Disclosure Scheduleany Subsidiary outstanding which upon conversion would require, the Company does not own, directly or indirectly, issuance of any additional shares of capital stock or other ownership interest in equity interests of any corporation, partnership, limited liability company, joint venture Subsidiary or other entitysecurities convertible into shares of capital stock or other equity interests of any Subsidiary or other equity security of any Subsidiary. Each of the Company's subsidiaries that such Subsidiary is a corporation is a corporation duly organized, organized and validly existing and corporation or other entity in good standing under the Laws laws of the jurisdiction of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed organization and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, business and is in good standing, in standing under the laws of (i) each jurisdiction where in which it owns or leases real property and (ii) each other jurisdiction in which the character conduct of its properties owned or held under lease business or the nature ownership of its activities makes assets requires such qualification necessary, except and where the a failure to be so qualified would not individually or in the aggregate have a Company Clearwire Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized such Subsidiary has all requisite corporate or limited liability company power and authority to do business, and is in good standing, in each jurisdiction where the character of own its properties owned or held under lease or the nature of and carry on its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except business as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariespresently conducted.
Appears in 2 contracts
Samples: In Stockholders Agreement (Clearwire Corp), In Stockholders Agreement (Clearwire Corp)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 Each subsidiary of the Company Disclosure Scheduleis a corporation, the Company does not own, directly or indirectly, any capital stock partnership or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation entity duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of incorporation. Each of organization (except where the Company's subsidiaries that is a partnership or a limited liability company is duly formed and failure to be validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries and in good standing would not have a Company Material Adverse Effect) and has the corporate or similar power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently currently proposed to be conducted. Each subsidiary of the Company's subsidiaries that is a corporation Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, necessary except where the failure to be so qualified qualified, when taken together with all such failures, has not had, and would not individually have, a Company Material Adverse Effect. Section 5.3 of the Company Disclosure Schedule contains, with respect to each subsidiary of the Company, its name and jurisdiction of organization and, with respect to each subsidiary that is not wholly owned, the number of issued and outstanding shares of capital stock or in share capital and the aggregate number of shares of capital stock or share capital owned by the Company or a subsidiary. All the outstanding shares of capital stock or share capital of each subsidiary of the Company are validly issued, fully paid and nonassessable, and those owned by the Company or by a subsidiary of the Company are owned free and clear of any liens, claims or encumbrances except any of the foregoing which would not reasonably be expected to have a Company Material Adverse Effect. Each There are no existing options, warrants, calls. convertible securities or other rights, agreements or commitments of any character relating to the issued or unissued capital stock or other securities of any of the subsidiaries of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to Annual Report on Form 10-KSB for the voting of the capital stock of fiscal year ended November 30, 1997, the Company does not directly or indirectly own any of the Company's subsidiariesinterest in any other corporation, partnership, joint venture or other business association or entity or have any obligation, commitment or undertaking to acquire any such interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dover Downs Entertainment Inc), Agreement and Plan of Merger (Grand Prix Association of Long Beach Inc)
Subsidiaries. The Company has Previously Disclosed a list of all its Subsidiaries, including the states in which such Subsidiaries are organized, a brief description of such Subsidiaries' principal activities, and if any of such Subsidiaries is not wholly owned by the Company or one of its Subsidiaries, the percentage owned by the Company or any such Subsidiary and the names, addresses and percentage ownership by any other person. No equity securities of any of the Company's Subsidiaries are or may become required to be issued, transferred or otherwise disposed of (other than to the Company or a wholly owned Subsidiary of the Company) by reason of any Rights with respect thereto. There are no Contracts by which any of the Company's Subsidiaries is or may be bound to sell or otherwise issue any shares of its capital stock, and there are no Contracts relating to the rights or obligations of the Company to vote or to dispose of such shares. All of the outstanding shares of capital stock of, or other ownership interests in, of each of the Company's subsidiaries have been validly issued and Subsidiaries are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) subject to no subscriptive or preemptive rights or Rights and, except as Previously Disclosed, are owned directly or indirectly by the Company, Company or a Company Subsidiary free and clear of all any Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that Subsidiaries is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each laws of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as in which it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation organized and is duly qualified as a foreign corporation to do business, business and is in good standing, standing in each jurisdiction where its ownership or leasing of property or the character conduct of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure business requires it to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kinnard Investments Inc), Agreement and Plan of Merger (Stockwalk Com Group Inc)
Subsidiaries. All the outstanding shares Each of capital stock ofits Subsidiaries (i) is a duly organized bank, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture partnership or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organizedstatutory trust, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each applicable laws of the Company's subsidiaries that jurisdiction in which it is a partnership incorporated or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries organized, (ii) has the full corporate power or the partnership power, as the case may be, and authority to carry on its business as it is now being conducted or presently proposed and to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do own, lease and operate its assets, properties and business, and (iii) is in good standing, duly licensed or qualified to do business in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would is not reasonably likely to have, either individually or in the aggregate have aggregate, a Company Material Adverse Effect. Each The outstanding shares of capital stock or equity interests of each of its Subsidiaries are validly issued and outstanding, fully paid and nonassessable and all such shares or equity interests are directly or indirectly owned by it free and clear of all liens, claims and encumbrances or preemptive rights of any person. No rights are authorized, issued or outstanding with respect to the capital stock or equity interests of any of its Subsidiaries and there are no agreements, understandings or commitments relating to the right to vote or to dispose of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character capital stock or equity interests of any of its properties owned or held under lease or Subsidiaries. There are no restrictions on the nature ability of any of its activities makes such qualification necessary, Subsidiaries to pay dividends or distributions except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof13.1-653 of the VSCA and, there in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposits of each of its Subsidiaries that is a commercial bank are insured by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the maximum extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no outstanding optionsproceedings for the termination of such insurance are pending or threatened. A true and complete list of its direct and indirect Subsidiaries as of the date hereof is set forth in Section 3.3(b) of its Disclosure Letter that shows each Subsidiary’s jurisdiction of incorporation, warrantseach jurisdiction in which each Subsidiary is qualified and/or licensed to do business, subscriptionsits form of organization, callsand lists the owner(s) and percentage ownership (direct or indirect) of each Subsidiary. Section 3.3(b) of HomeTown’s Disclosure Schedule also lists any corporation, rights, convertible securities bank or other agreements business organization of which HomeTown or commitments obligating HomeTown Bank owns, directly or indirectly, five percent (5%) or more of the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder outstanding capital stock or other agreements equity interests, and shows for each such entity its jurisdiction of incorporation, each jurisdiction in which such entity is qualified and/or licensed to do business, its form of organization, and lists the owner(s) and percentage ownership (direct or understandings to which the Company or any indirect) of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariessuch entity.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (HomeTown Bankshares Corp), Agreement and Plan of Reorganization (American National Bankshares Inc.)
Subsidiaries. All The subsidiaries set forth on Schedule 4 (collectively, the outstanding shares of capital stock of“Subsidiaries”), or other ownership interests in, each of are the Company's ’s only significant subsidiaries have been validly issued and are fully paid and nonassessable and (as such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly term is defined in Rule 1-02 of Regulation S-X promulgated by the Company, free and clear of all LiensCommission). Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 Each Subsidiary of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any has been duly incorporated and is validly existing as a corporation, partnership, limited liability company, joint venture trust company, statutory business trust or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and bank in good standing under the Laws laws of the jurisdiction of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed incorporation and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powerand authority to own, as the case may be, lease and operate its properties and to carry on conduct its business as it is now being conducted or presently proposed described in the Registration Statement and the Prospectus and, in the case of the Bank, to be conducted. Each enter into and perform its obligations under this Agreement; each Subsidiary of the Company's subsidiaries that is a corporation Company is duly qualified as a foreign corporation to do business, transact business and is in good standing, standing in each other jurisdiction where in which such qualification is required, whether by reason of the character ownership or leasing of its properties owned or held under lease property or the nature conduct of its activities makes such qualification necessarybusiness, except for such jurisdictions where the failure to so qualify, or be so qualified in good standing, would not not, individually or in the aggregate have aggregate, reasonably be expected to result in a Company Material Adverse Effect. Each ; all of the Company's subsidiaries that issued and outstanding capital stock or other equity interests of each Subsidiary has been duly authorized and validly issued, is a partnership is duly qualified as a foreign partnership authorized to do business, fully paid and nonassessable and is owned by the Company, directly or through subsidiaries; the Company owns, directly or through subsidiaries, the issued and outstanding capital stock or other equity interest of each Subsidiary free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim; the Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Bank, Bancorp Card Services, Inc., The Bancorp Capital Trust II, a Delaware statutory trust, The Bancorp Capital Trust III, a Delaware statutory trust, TBBK Acquisitions I, LLC, Transact Payments Limited, Transact Payment Services Group Limited, Transact Payment Services Limited, UK and Transact Payment Services Group – Bulgaria EOOD; none of the outstanding shares of capital stock or other equity interest of any Subsidiary was issued in good standing, in each jurisdiction where violation of the character preemptive or similar rights of its properties owned any security holder or held under lease or equity holder of such Subsidiary; the nature subsidiaries of its activities makes such qualification necessary, except where the failure Bank are permitted to be so qualified would not individually or in subsidiaries of a national banking association and the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any deposit accounts of the Company's subsidiaries is a party or is bound with respect Bank are insured up to the voting of applicable limits by the capital stock of Federal Deposit Insurance Corporation (the Company or any of the Company's subsidiaries“FDIC”).
Appears in 2 contracts
Samples: Sales Agreement (Bancorp, Inc.), Sales Agreement (Bancorp, Inc.)
Subsidiaries. SCHEDULE 4.9 sets forth for each Subsidiary: (i) its name and jurisdiction of incorporation, (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder, and (iv) the number of shares of its capital stock held in treasury. All of the issued and outstanding shares of capital stock ofof each Subsidiary have been duly authorized and are validly issued, fully paid, and nonassessable. The Company or other ownership interests in, each its Subsidiaries holds of record and owns beneficially all of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such outstanding shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Companyof each subsidiary, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or restrictions on transfer (other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing than restrictions under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed Securities Act and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powerstate securities laws), as the case may beTaxes, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do businessSecurity Interests, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, purchase rights, convertible securities contracts, commitments, equities, claims, and demands. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other agreements contracts or commitments obligating that could require the Company or its Subsidiaries to sell, transfer, or otherwise dispose of any capital stock of any of its subsidiaries that could require any Subsidiary to issue, transfer sell, or sell otherwise cause to become outstanding any securities of any Company subsidiaryits own capital stock. There are no votingoutstanding stock appreciation, stockholder phantom stock, profit participation, or similar rights with respect to any Subsidiary. There are no voting trusts, proxies, or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the any capital stock of any Subsidiary. Neither the Company nor its Subsidiaries controls directly or indirectly or has any of the Company's subsidiariesdirect or indirect equity participation in any corporation, limited liability company, limited liability partnership, partnership, trust, or other business association which is not a Subsidiary.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Active Iq Technologies Inc), Stock Purchase Agreement (Meteor Industries Inc)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each Each of the Company's subsidiaries have ’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities Act) (each, a “Subsidiary” and collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing (where such concept exists) under the laws of the jurisdiction of its organization and has full power and authority to acquire, own, lease and operate its properties, and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. Each Subsidiary is duly qualified to transact business and is in good standing (where such concept exists) under the laws of each jurisdiction that requires such qualification, whether by reason of the ownership or leasing of property or the conduct of business, except to the extent that the failure to be so qualified or in good standing could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. All of the issued and are outstanding share capital or other equity or ownership interests of each Subsidiary has been duly authorized and validly issued, is fully paid and nonassessable nonassessable, has been issued in compliance with federal state and such shares (other than directors' qualifying shares securities laws and similar interests) are is owned directly or indirectly by the Company, directly or through other wholly-owned Subsidiaries, free and clear of all Liensany security interest, mortgage, pledge, lien, encumbrance or adverse claim. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the The Company does not ownown or control, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture association or other entity. Each of , other than the Subsidiaries listed on Exhibit 21.1 to the Company's subsidiaries that ’s most recent Annual Report on Form 10-K filed with the Commission, Immunic Australia Pty. Ltd. and Immunic Research GmbH. No Subsidiary is a corporation is a corporation duly organizedprohibited or restricted, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of directly or indirectly, from paying dividends to the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may befrom making any other distribution with respect to such Subsidiary’s equity securities, from repaying to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries other Subsidiary any amounts that may from time to issue, transfer time become due under any loans or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings advances to which such Subsidiary from the Company or from transferring any of the Company's subsidiaries is a party property or is bound with respect assets to the voting of the capital stock of the Company or to any of the Company's subsidiariesother Subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Immunic, Inc.), Underwriting Agreement (Immunic, Inc.)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 Each Subsidiary of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any is a corporation, partnership, limited liability companycompany or limited partnership duly incorporated, joint venture formed or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of incorporationincorporation or organization. Each of the Company's subsidiaries that is a Subsidiary has all corporate, partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powercompany, as the case may be, power and all governmental Licenses, Permits, authorizations, consents and approvals required to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation and is duly qualified to do business as a foreign corporation to do businesscorporation, partnership or limited liability company, as the case may be, and is in good standing, standing in each jurisdiction where the character of its properties the property owned or held under lease leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or be in good standing or possess governmental Licenses, Permits, authorizations, consents and approvals would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereofthe Company Disclosure Schedule, there all of the outstanding capital stock of each Subsidiary of the Company is owned by the Company, directly or indirectly, free and clear of any Encumbrance, except for (i) Encumbrances in connection with the Company's current senior credit facility (the "Senior Credit Facility") and mortgages obtained from Omega Healthcare Investors, Inc. (the "Omega Encumbrances"), and (ii) such other Encumbrances as would not have a Company Material Adverse Effect. The Company Disclosure Schedule sets forth, for each Subsidiary, the outstanding capital stock, jurisdiction of incorporation and all jurisdictions in which it is qualified to do business as a foreign corporation. There are no outstanding options, warrants, subscriptions, calls, rights, convertible (i) securities or other agreements or commitments obligating of the Company or any of its subsidiaries to issue, transfer Subsidiaries convertible into or sell any securities exchangeable for shares of any Company subsidiary. There are no voting, stockholder capital stock or other agreements voting securities or understandings ownership interests in any Subsidiary of the Company, or (ii) options or other rights to which acquire from the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock its Subsidiaries, and no other obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any Subsidiary of the Company's subsidiariesCompany (the items in clauses (i) and (ii) being referred to collectively as the "Company Subsidiary Securities"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Company Subsidiary Securities.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mariner Health Care Inc), Agreement and Plan of Merger (Mariner Health Care Inc)
Subsidiaries. The Company owns, directly or indirectly, all of the outstanding capital stock or other equity interests in each of its Subsidiaries free and clear of any claim, lien, encumbrance, security interest or agreement with respect thereto. The Company Disclosure Letter sets forth a complete list of the Company's Subsidiaries. Other than the capital stock or other interests held by the Company in such Subsidiaries, neither the Company nor any such Subsidiary owns any direct or indirect equity interest in any person, domestic or foreign. All of the outstanding shares of capital stock of, or other ownership interests in, in each of the Company's subsidiaries have been its corporate Subsidiaries are duly authorized, validly issued and are issued, fully paid and nonassessable and were issued free of preemptive rights and in compliance with applicable securities laws and regulations. All of the outstanding partnership interests in each of its partnership Subsidiaries are validly existing, nonassessable and were issued in compliance with applicable securities laws and regulations, and all capital contributions required with respect to such shares (other than directors' qualifying shares and partnership interests have been made in full. There are no irrevocable proxies or similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the obligations with respect to such capital stock or partnership interests of the Company's subsidiaries such Subsidiaries and except as set forth in Section 4.3 no equity securities or other interests of the Company Disclosure Scheduleany of its Subsidiaries are or may become required to be issued or purchased by reason of any options, the Company does not ownwarrants, directly rights to subscribe to, puts, calls or indirectlycommitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any capital stock or any other ownership equity interest in of any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do businesssuch Subsidiary, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding agreements, contracts, commitments, understandings or arrangements by which any such Subsidiary is bound to issue additional shares of its capital stock or other equity interests, or options, warrants, subscriptions, calls, rights, convertible securities warrants or rights to purchase or acquire any additional shares of its capital stock or other agreements equity interests or commitments obligating the Company securities convertible into or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder exchangeable for such shares or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesequity interests.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Concord Assets Group Inc), Agreement and Plan of Merger (Milestone Properties Inc)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized’s “subsidiaries” (for purposes of this Agreement, validly existing and as defined in good standing Rule 405 under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership Securities Act) has been duly incorporated or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powerorganized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to carry on own, lease and operate its properties and to conduct its business as it is now being conducted or presently proposed described in the Registration Statement and the Prospectus, except where the failure to be conductedin good standing could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. Each of the Company's ’s subsidiaries that is a corporation is duly qualified as a foreign corporation corporation, partnership or limited liability company, as applicable, to do business, transact business and is in good standing, standing in each jurisdiction where in which such qualification is required, whether by reason of the character ownership or leasing of its properties owned or held under lease property or the nature conduct of its activities makes such qualification necessarybusiness, except where the failure to be so qualified would could not reasonably be expected, individually or in the aggregate aggregate, to have a Company Material Adverse EffectChange. Each All of the issued and outstanding capital stock or other equity or ownership interests of each of the Company's ’s subsidiaries that is a partnership is have been duly qualified as a foreign partnership authorized to do businessand validly issued, are fully paid and is nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding capital stock or equity interest in good standing, any subsidiary was issued in violation of preemptive or similar rights of any security holder of such subsidiary. The constitutive or organizational documents of each jurisdiction where of the character subsidiaries comply in all material respects with the requirements of applicable laws of its properties owned jurisdiction of incorporation or held under lease organization and are in full force and effect. The Company does not own or the nature of its activities makes such qualification necessarycontrol, except where the failure to be so qualified would not individually directly or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereofindirectly, there are no outstanding optionsany corporation, warrants, subscriptions, calls, rights, convertible securities association or other agreements or commitments obligating entity other than the Company or any of its subsidiaries listed in Exhibit 21 to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiaries.’s most recent Annual Report on Form 10-K.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Altimmune, Inc.), Equity Distribution Agreement (Altimmune, Inc.)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized’s “subsidiaries” (for purposes of this Agreement, validly existing and as defined in good standing Rule 405 under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership Securities Act) has been duly incorporated or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powerorganized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to carry on own, lease and operate its properties and to conduct its business as it is now being conducted described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except as could not reasonably be expected, individually or presently proposed in the aggregate, to be conductedresult in a Material Adverse Change. Each of the Company's ’s subsidiaries that is a corporation is duly qualified as a foreign corporation corporation, partnership or limited liability company, as applicable, to do business, transact business and is in good standing, standing in each jurisdiction where in which such qualification is required, whether by reason of the character ownership or leasing of its properties owned or held under lease property or the nature conduct of its activities makes such qualification necessarybusiness, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected, individually or in the aggregate have aggregate, to result in a Company Material Adverse EffectChange. Each All of the issued and outstanding capital stock or other equity or ownership interests of each of the Company's ’s subsidiaries that is a partnership is have been duly qualified as a foreign partnership authorized to do businessand validly issued, are fully paid and is in good standingnonassessable and are owned by the Company, in each jurisdiction where the character directly or through subsidiaries, free and clear of its properties owned any security interest, mortgage, pledge, lien, encumbrance or held under lease or the nature of its activities makes such qualification necessaryadverse claim, except where to the failure to extent that such security interest, mortgage, pledge, lien, encumbrance or adverse claim could not reasonably be so qualified would not expected, individually or in the aggregate have aggregate, to result in a Company Material Adverse EffectChange. Except as set forth None of the outstanding capital stock or equity interests in Section 4.2 hereofany subsidiary was issued in violation of preemptive or similar rights of any security holder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. The Company does not own or control, there are no outstanding optionsdirectly or indirectly, warrantsany corporation, subscriptions, calls, rights, convertible securities association or other agreements or commitments obligating entity other than the Company or any of its subsidiaries listed in Exhibit 21 to issuethe Registration Statement. Since inception, transfer or sell any securities of any Company subsidiary. There are no votingC4T Securities Corporation, stockholder or other agreements or understandings to which the Company or any a wholly owned Massachusetts subsidiary of the Company's subsidiaries , has not conducted, and does not currently conduct, any operations, has not had and does not have any employees and has been and is engaged exclusively in buying, selling, dealing in and holding publicly-traded securities on its own behalf and not as a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesbroker.
Appears in 2 contracts
Samples: Underwriting Agreement (C4 Therapeutics, Inc.), Underwriting Agreement (C4 Therapeutics, Inc.)
Subsidiaries. Each direct and indirect significant subsidiary of the Company (each a "SIGNIFICANT SUBSIDIARY", defined as such term is defined in Rule 1-02 of Regulation S-X of the Exchange Act) is duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted and each Significant Subsidiary of the Company is qualified to transact business, and is in good standing, in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary; except in all cases as would not reasonably be expected to have a Material Adverse Effect. All of the outstanding shares of capital stock of, or other ownership equity interests in, of each Significant Subsidiary of the Company's subsidiaries have been Company are validly issued and are issued, fully paid and paid, nonassessable and such shares (other than directors' qualifying shares free of preemptive rights and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except liens, encumbrances, equities or claims, except for (a) the capital stock of security interests granted pursuant to the Company's subsidiaries Orion Power New York, L.P. Credit Facility, the Orion Power MidWest, L.P. Credit Facility and except the Liberty Electric Power, LLC Credit Facility, as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organizedprospectus dated May 31, validly existing and in good standing 2001 as filed pursuant to Rule 424(b) under the Laws Securities Act of its jurisdiction of incorporation. Each of 1933, as amended, relating to the Company's subsidiaries 4.50% Convertible Senior Notes due June 1, 2008 (the "MAY 31 DEBT PROSPECTUS") and (b) such liens, encumbrances, equities or claims that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there There are no outstanding subscriptions, options, warrants, subscriptionsvoting trusts, calls, rights, convertible securities proxies or other agreements commitments, understandings, restrictions or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings arrangements to which the Company or any of the Company's subsidiaries its Significant Subsidiaries is a party or is bound with respect relating to the issuance, sale, voting or transfer of the any shares of capital stock or other equity interests of the Company or any Significant Subsidiary of the Company's subsidiaries, including any right of conversion or exchange under any outstanding security, instrument or agreement. The Company has no material investment in any entity other than its Significant Subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reliant Resources Inc), Agreement and Plan of Merger (Orion Power Holdings Inc)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that Subsidiaries is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is other legal entity duly formed and validly existing under the Laws laws of its the jurisdiction of formationin which it was formed. Each of the Company's subsidiaries Subsidiaries has the corporate requisite power or the partnership powerand capacity and is duly qualified and holds all necessary permits, as the case may be, licences and authorizations necessary to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standingto own, in each jurisdiction where the character of lease or operate its properties owned or held under lease or the nature of its activities makes such qualification necessaryand assets, except where the failure to be so qualified or hold all necessary permits would not individually or in the aggregate be reasonably expected to have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as would not be reasonably expected to have a Material Adverse Effect, no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of any of the Subsidiaries. Except as disclosed in the Public Disclosure Documents or in respect of the Partially Owned Subsidiaries, the Company’s ownership of which is set forth at Schedule B hereto, the Company, directly or indirectly, owns all of the issued and outstanding shares or interests of the Subsidiaries, free and clear of all encumbrances, claims or demands whatsoever and all of such shares or interests have been duly authorized and are validly issued and are outstanding as fully paid and non-assessable. Except as disclosed in Section 4.2 hereofthe Public Disclosure Documents or in respect of Partially Owned Subsidiaries, no person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Company or any Subsidiary of any interest in any of the shares in the capital of a Subsidiary and such ownership is evidenced by definitive documentation in the possession of the Company or a Subsidiary and there are exist no outstanding options, warrants, subscriptions, calls, purchase rights, convertible securities or other agreements contracts or commitments obligating that could require the Company or any of its subsidiaries to issuesell, transfer or sell any securities otherwise dispose of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting issued securities of the capital stock of the Company or any of the Company's subsidiariesSubsidiaries that it beneficially owns.
Appears in 2 contracts
Samples: Underwriting Agreement (Curaleaf Holdings, Inc.), Underwriting Agreement
Subsidiaries. All Except as set forth on the attached Subsidiary Schedule, neither the Company nor any of its Subsidiaries owns or holds the right to acquire any stock, partnership interest, joint venture interest or other equity ownership interest in any other Person. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority and all authorizations, licenses and permits necessary to own and operate its properties and assets and to carry on its business as now conducted and is qualified to do business and is in good standing in every jurisdiction in which its ownership of property and assets or the conduct of business as now conducted requires it to qualify, except in each such case where the failure to hold such authorizations, licenses and permits or to be so qualified or in good standing would not have a Material Adverse Effect. Except as set forth on the attached Subsidiary Schedule, there are no outstanding (a) shares of capital stock or other equity interests or voting securities of any Subsidiary of the Company, (b) securities convertible or exchangeable into capital stock of any Subsidiary of the Company, (c) any options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other contracts that require any Subsidiary of the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem capital stock of any Subsidiary of the Company, (d) stock appreciation, phantom stock, profit participation or similar rights or (e) voting trusts, proxies or other agreements among a Subsidiary’s stockholders with respect to the voting or transfer of such Subsidiary’s capital stock with respect to any Subsidiary of the Company. All of the capital stock of, or other ownership interests in, each of the Subsidiaries of the Company is owned beneficially and of record by the Company's subsidiaries have been , directly or indirectly, is validly issued and are issued, fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, preemptive rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, restrictions on transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesLiens.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Compass Diversified Holdings)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each Section 5.3 of the Company's subsidiaries have been validly issued Parent Disclosure Letter sets forth a true and are fully paid complete list of each Subsidiary of Parent, including its jurisdiction of incorporation or formation and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear ownership structure of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entityeach Subsidiary. Each of the Company's subsidiaries that Subsidiaries of Parent (i) is a corporation is a corporation an entity duly organized, validly existing and in good standing under the Laws of its the jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership its organization, (ii) has all requisite corporate or a limited liability company is duly formed similar power and validly existing under the Laws of authority to own, lease and operate its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation and (iii) is duly qualified as a foreign corporation or licensed to do business, business and is in good standing, standing in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except in the case of clause (iii), where the failure to be so qualified would not or licensed or in good standing, individually or in the aggregate aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each No shares of capital stock of Parent are owned by any Subsidiary of Parent. All outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of Parent have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rights. All outstanding shares of capital stock and other voting securities or equity interests of each such Subsidiary are owned, directly or indirectly, by Parent, free and clear of all Liens other than Permitted Liens of Parent and its Subsidiaries. Except for the capital stock of, or other equity or voting interests in, its Subsidiaries, Parent does not own, directly or indirectly, any equity, membership interest, partnership interest, joint venture interest, or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for any of the Company's subsidiaries that foregoing, nor is a partnership is duly qualified as a foreign partnership authorized it under any current or prospective obligation to do businessform or participate in, and is in good standingprovide funds to, in each jurisdiction where the character of its properties owned make any loan, capital contribution, guarantee, credit enhancement or held under lease other investment in, or the nature of its activities makes such qualification necessaryassume any liability or obligation of, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effectany Person. Except as set forth in Section 4.2 hereof5.3 of the Parent Disclosure Letter, there are no Parent does not have any outstanding options, warrants, subscriptions, calls, equity appreciation rights, convertible securities phantom units or other agreements equity equivalents or commitments obligating the Company equity-based awards or any of its subsidiaries to issue, transfer rights that are valued in whole or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound in part with respect to the voting any Subsidiary of the capital stock of the Company or any of the Company's subsidiariesParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neos Therapeutics, Inc.), Agreement and Plan of Merger (Aytu Bioscience, Inc)
Subsidiaries. All Section 3.2(c) of the outstanding shares Company Disclosure Letter contains a list of capital stock of, or other ownership interests in, each Subsidiary of the Company's subsidiaries have been validly issued , including its name, and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly its jurisdiction of incorporation or indirectly by the Company, free and clear of all Liensformation. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 3.2(c) of the Company Disclosure ScheduleLetter, each Subsidiary of the Company does not own, directly has been duly incorporated or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powerformed, as the case may be, to carry on is validly existing and in good standing in its business as it is now being conducted jurisdiction of incorporation or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, formation and in good standing in its jurisdiction of incorporation or formation and is in good standing, standing and it is qualified or authorized to do business (as customarily certified by the applicable Governmental Entity in each respect of the entities registered in such jurisdictions) under the Laws of every other jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes in which such qualification necessaryor authorization is required, except where the failure to be so qualified would or otherwise authorized does not individually or in the aggregate have constitute a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof3.2(c) of the Company Disclosure Letter, (A) all of the issued and outstanding Equity Interests of each Subsidiary of the Company are owned directly or indirectly by the Company (the percentage and type of ownership of any Subsidiary of the Company of which the Company does not own all of the issued and outstanding Equity Interests being set forth on Section 3.2 of the Company Disclosure Letter), free and clear of all Encumbrances (other than any restrictions on transfer of securities arising under any applicable federal, state or foreign securities laws), and are duly authorized and validly issued, free of preemptive or any other third party rights and, as to Equity Interests of corporate Subsidiaries, are fully paid and non-assessable, (B) there is no subscription, option, warrant, call right, agreement or commitment relating to the issuance, sale, delivery, transfer or redemption by any Subsidiary of the Company (including any right of conversion or exchange under any outstanding security or other instrument) of the capital stock, partnership capital or equivalent of any Subsidiary of the Company or to make any payment based on the value of any Equity Interests of such Subsidiary (other than any such subscription, option, warrant, call right, agreement or commitment in favor of the Company or any wholly owned Subsidiary of the Company) and (C) other than Organizational Documents, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder voting trusts or other agreements or understandings to which the Company or any of the Company's subsidiaries Acquired Companies is a party or is bound with respect to voting such Equity Interests. There is no provision of any Acquired Company’s Organizational Documents that would restrict the voting of the capital stock of the Company or ability to encumber any of the assets or Equity Interests of an Acquired Company owned by another Acquired Company or that is the Company's subsidiaries.
Appears in 2 contracts
Samples: Purchase Agreement (S.D. Shepherd Systems, Inc.), Purchase Agreement (Cendant Corp)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation ’s Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed incorporation and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the all requisite corporate power or the partnership powerand authority to own, as the case may be, lease and operate its properties and to carry on its business as it is now being conducted or presently proposed to be conducted. Each of the Company's subsidiaries that is a corporation Subsidiaries is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually which states or in the aggregate have a Company Material Adverse Effect. Each jurisdictions are listed on Section 4.7 of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessaryCompany Disclosure Schedule, except where the failure to be so qualified or in good standing would not individually or in the aggregate have a Company Material Adverse EffectEffect on the Company. Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the “2006 10-K”), as filed with the SEC, lists the only Subsidiaries of the Company at December 31, 2006, and all Subsidiaries of the Company thereafter formed or acquired are listed in Section 4.7 of the Company Disclosure Schedule. All of the outstanding shares of capital stock of the Subsidiaries of the Company are validly issued, fully paid and nonassessable and are owned by the Company free and clear of all liens, claims, charges or encumbrances, and there are no irrevocable proxies with respect to such shares. Except as set forth in Section 4.2 hereof4.7 of the Company Disclosure Schedule and except for the capital stock of its Subsidiaries, there are no outstanding optionsthe Company does not own, warrantsdirectly or indirectly, subscriptions, calls, rights, convertible securities any capital stock or other agreements ownership interest in any corporation, partnership, joint venture, limited liability company or commitments obligating other entity which is material to the business of the Company or any of and its subsidiaries to issueSubsidiaries, transfer or sell any securities of any Company subsidiarytaken as a whole. There are no voting, stockholder or other agreements or understandings to which restrictions on the Company or to vote the stock of any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesits Subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Vfinance Inc), Employment Agreement (National Holdings Corp)
Subsidiaries. All The Company's only subsidiaries are Ares Capital CP Funding LLC, a Delaware limited liability company, ARCC Xxxxxxxxx Corporation, a Delaware corporation, ARCC Xxxxxxxxx LLC, a Delaware limited liability company, ARCC CLO 2006, LLC, a Delaware limited liability company and Ares Capital FL Holdings LLC, a Delaware limited liability company [insert any others] (each, a "Subsidiary" and collectively, the "Subsidiaries"). Each of the Subsidiaries has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned directly or indirectly by the Company free and clear of any security interest, mortgage, pledge, lien encumbrance, claim or equity; none of the outstanding shares of capital stock of, of any of the Subsidiaries was issued in violation of the preemptive or other ownership interests in, each similar rights of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and any securityholder of such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all LiensSubsidiary. Except for the capital stock of the Company's subsidiaries and except (a) as set forth in Section 4.3 the Registration Statement, the General Disclosure Package and the Prospectus, (b) portfolio investments made after • and (c) the interest of the Company Disclosure ScheduleARCC CLO 2006 LLC in ARCC Commercial Loan Trust, a Delaware statutory trust, as trust beneficiary, the Company does not own, directly or indirectly, any capital shares of stock or any other ownership equity or debt securities of any corporation or have any equity or debt interest in any corporationfirm, partnership, limited liability companyjoint venture, joint venture association or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiaries.
Appears in 2 contracts
Samples: Purchase Agreement (Ares Capital Corp), Purchase Agreement (Ares Capital Corp)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 Each Subsidiary of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly incorporated or an entity duly organized, and is validly existing and in good standing under the Laws laws of its jurisdiction of incorporationincorporation or organization. Each Subsidiary of the Company's subsidiaries that is a partnership or a limited liability company is duly formed Company (a) has all powers and validly existing under the Laws of authority and all governmental licenses, authorizations, consents and approvals required to own, lease and operate its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, assets and to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation and (b) is duly qualified or licensed to do business as a foreign corporation to do business, and is in good standing, standing in each jurisdiction where the character of its properties owned the property owned, leased or held under lease operated by it or the nature of its activities makes such qualification or license necessary, except where the failure to be so qualified would not individually have such power or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do businessauthority, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed would not reasonably be expected to have, individually or in the aggregate have aggregate, a Company Material Adverse EffectEffect on the Company. Except as set forth The Company is not subject to any material obligation or requirement to provide funds to or make any investment (in Section 4.2 hereofthe form of a loan, there capital contribution or otherwise) in any Subsidiary. The Company owns, directly or indirectly, each of the outstanding shares of capital stock (or other ownership interests having by their terms ordinary voting power to elect a majority of directors or others performing similar functions with respect to such Subsidiary) of each of the Company’s Subsidiaries. Each of the outstanding shares of capital stock of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is owned, directly or indirectly, by the Company free and clear of all Liens. There are no outstanding subscriptions, options, warrants, subscriptionsputs, calls, rightsagreements, convertible securities understandings, claims or other agreements commitments or commitments obligating rights of any type relating to the Company issuance, sale, purchase, repurchase or any transfer of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There of the Company’s Subsidiaries, nor are no voting, stockholder there outstanding any securities that are convertible into or other agreements or understandings to which the Company or exchangeable for any shares of capital stock of any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of ’s Subsidiaries, and neither the Company or nor any of its Subsidiaries has any obligation of any kind to issue any additional securities of any of the Company's subsidiaries’s Subsidiaries. Except for interests in the Subsidiaries, neither the Company nor any of its Subsidiaries has any ownership interest in any entity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (Omnicare Inc)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that Restricted Subsidiary is a corporation is a corporation duly organized, validly existing and and, to the extent applicable, in good standing under the Laws of its jurisdiction of incorporation. Each laws of the Company's subsidiaries that jurisdiction in which it is a partnership incorporated or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powerorganized, as the case may be, has full corporate or limited liability company power to carry on own its Property and conduct its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is duly licensed or qualified and in good standing, standing in each jurisdiction where in which the character nature of its properties owned or held under lease the business conducted by it or the nature of its activities makes the Property owned or leased by it requires such qualification necessarylicensing or qualifying, except where the failure to be so licensed or qualified would could not individually or in the aggregate reasonably be expected to have a Company Material Adverse Effect. Each Schedule 7.2 hereto identifies as of May 31, 2019 (i) each Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Company and its Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class of its authorized capital stock and other equity interests and the number of shares of each class issued and outstanding, (ii) each direct Material Wholly-Owned Domestic Subsidiary and (iii) whether or not such Subsidiary is an Unrestricted Subsidiary. All of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, outstanding shares of capital stock and is in good standingother equity interests of each Restricted Subsidiary are validly issued and outstanding and, in each jurisdiction where the character case of its properties capital stock, fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 7.2 as owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating by the Company or any of its subsidiaries to issueRestricted Subsidiaries are owned, transfer beneficially and of record, by the Company or sell any securities such Restricted Subsidiary free and clear of any Company subsidiaryall Liens. There are no voting, stockholder outstanding commitments or other agreements obligations of any Restricted Subsidiary to issue, and no options, warrants or understandings other rights of any Person to which the Company or acquire, any shares of the Company's subsidiaries is a party or is bound with respect to the voting any class of the capital stock or other equity interests of the Company or any of the Company's subsidiariesRestricted Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Arthur J. Gallagher & Co.), Multicurrency Credit Agreement (Gallagher Arthur J & Co)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each As of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by date hereof, the Company, free and clear of all Liens. Except for the capital stock only Subsidiaries of the Company's subsidiaries Borrower are designated in Exhibit B hereto; each Subsidiary is duly organized and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each laws of the Company's subsidiaries that is a partnership jurisdiction in which it was incorporated or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powerorganized, as the case may be, has full and adequate corporate, partnership or company power, as applicable, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is duly licensed or qualified and in good standing, standing in each jurisdiction where in which the character nature of its properties owned or held under lease the business transacted by it or the nature of its activities the Property owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing would not individually or in the aggregate have a Company Material Adverse Effect. Each material adverse effect on the financial condition or Property, business or operations of the Company's subsidiaries that Borrower and the Consolidated Subsidiaries taken as a whole. Exhibit B hereto, as from time to time updated pursuant to Section 8.5(e), correctly sets forth, as to each Subsidiary required to be listed thereon, whether or not it is a partnership is duly qualified as a foreign partnership authorized to do businessConsolidated Subsidiary, and is in good standing, in each the jurisdiction where the character of its properties owned incorporation or held under lease or organization, as the nature case may be, the percentage of issued and outstanding shares of each class of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities capital stock or other agreements equity interests owned by the Borrower and the Subsidiaries and, if such percentage is not 100% (excluding directors' qualifying shares as required by law or commitments obligating the Company or any nominal ownership by other shareholders required by local law for a non-U.S. Subsidiary), a description of each class of its subsidiaries to issueauthorized capital stock and other equity interests and the number of shares of each class issued and outstanding. All of the issued and outstanding shares of capital stock and other equity interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated in Exhibit B as owned by the Borrower or a Subsidiary are owned, transfer beneficially and of record, by the Borrower or sell any securities such Subsidiary, free of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesLien.
Appears in 2 contracts
Samples: Maytag Corp, Maytag Corp
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each Section 3.2 of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by Parent Disclosure Schedule sets forth a description as of the Company, free and clear date hereof of all Liens. Except for the capital stock Subsidiaries of the Company's subsidiaries Parent and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or each other ownership interest in any corporation, partnership, limited liability company, joint venture business, trust or other Person in which Parent or any of its Subsidiaries owns, directly or indirectly, an interest in the equity (other than publicly traded securities which constitute less than 5% of the outstanding securities of such series or class) including the name of each such Person and Parent's interest therein, and, as to each Subsidiary identified as a "Material Parent Entity" in Section 3.2 of the Parent Disclosure Schedule, a brief description of the principal line or lines of business conducted by each such entity. Each Except as set forth in Section 3.2 of the CompanyParent Disclosure Schedule, each of Parent's subsidiaries that Subsidiaries is a corporation is a corporation duly organized, validly existing and in good standing under the Laws laws of its jurisdiction state of incorporation. Each of the Company's subsidiaries that is a partnership organization, has all requisite organizational power and authority, and has been duly authorized by all necessary approvals and orders, to own, lease or a limited liability company is duly formed operate its Assets and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation , and is duly qualified as a foreign corporation and in good standing to do business, and is in good standing, business in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities makes business or the ownership or leasing of its Assets make such qualification necessary, except necessary other than in such jurisdictions where the failure to be so qualified would not individually or and in the aggregate good standing will not, when taken together with all such other failures, have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Parent Material Adverse Effect. Except as set forth in Section 4.2 hereof3.2 of the Parent Disclosure Schedule, all of the issued and outstanding shares of capital stock of each Subsidiary of Parent are validly issued, fully paid, nonassessable and free of preemptive rights, are owned directly or indirectly by Parent free and clear of any Encumbrances and there are no outstanding subscriptions, options, warrants, subscriptions, calls, rightscontracts, convertible securities voting trusts, proxies or other agreements commitments, understandings, restrictions, arrangements, rights or commitments warrants, including any right of conversion or exchange under any outstanding security, instrument or other agreement, obligating the Company or any of its subsidiaries such Subsidiary to issue, transfer deliver or sell any securities sell, or cause to be issued, delivered or sold, additional shares of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the its capital stock of the Company or obligating it to grant, extend or enter into any of the Company's subsidiariessuch agreement or commitment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sempra Energy), Agreement and Plan of Merger (K N Energy Inc)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the The Company does not ownown or control, directly or indirectly, any capital stock corporation, association or other ownership entity other than the subsidiaries (collectively, the “Subsidiaries” and each a “Subsidiary”) and the variable interest in any corporation, partnership, limited liability company, joint venture or other entityentity (the “VIE”) listed on Exhibit 21.1 to the Registration Statement. The Subsidiaries and the VIE are herein collectively called the “Group Entities” and each of them is herein called a “Group Entity.” Each of the Company's subsidiaries that Group Entity has been duly organized and is validly existing as a corporation is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries , has the corporate power or the partnership powerand authority to own, as the case may be, lease and operate its properties and to carry on conduct its business as it is now being conducted or presently proposed to be conducted. Each described in the Company's subsidiaries that is a corporation Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to do business, transact business and is in good standing, standing in each jurisdiction where in which such qualification is required, whether by reason of the character ownership or leasing of its properties owned or held under lease property or the nature conduct of its activities makes such qualification necessarybusiness, except where the failure so to qualify or to be so qualified in good standing would not individually or result in a Material Adverse Change (as hereinafter defined); except as otherwise disclosed in the aggregate have a Company Material Adverse EffectRegistration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each VIE has been duly authorized and validly issued, is fully paid and non-assessable and is owned by Xxxxx Xxxxxx and Xxxx Fensheng directly or through the VIEs, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Group Entity was issued in violation of the preemptive or similar rights of any securityholder of such Group Entity. Each The constitutive documents of each of the Group Entities comply with the requirements of applicable law in their respective jurisdictions of incorporation and are in full force and effect. Unless otherwise set forth, all references in this Section 7 to the “Company” shall include references to all of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, ’s Subsidiaries and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesVIEs.
Appears in 2 contracts
Samples: Placement Agency Agreement (Moxian, Inc.), Placement Agency Agreement (Moxian, Inc.)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly Except as disclosed by the CompanyCompany in its most recent Annual Report on Form 10-K as required by Item 601 of Regulation S-K, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 4.02 of the Company Disclosure Statement, the Company does not have the power, directly or indirectly, to vote or direct the voting of, securities sufficient to elect the majority of the directors of any corporation (a "Subsidiary") and does not control, directly or indirectly, or have any direct or indirect controlling equity interest, or any commitment to acquire any such direct or indirect controlling equity interest, in any corporation, partnership, joint venture, association, trust, or other business organization. Except as set forth in Section 4.02 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation each Subsidiary is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed organized and validly existing under the Laws laws of the jurisdiction of its jurisdiction of formationincorporation. Each of the Company's subsidiaries Subsidiary has the requisite corporate power and authority to own, operate or the partnership power, as the case may be, lease its properties and to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation , and is duly qualified as a foreign corporation or licensed to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities business or the properties owned, operated or leased by it makes such qualification qualification, licensing or good standing necessary, except where the failure failures to have such power or authority, or the failures to be so qualified would not individually qualified, licensed or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, individually, and in the aggregate, would not have a Material Adverse Effect on the Company. The Company has delivered or made available to the Purchaser correct and complete copies of the charter of each jurisdiction where Subsidiary, as amended to date, and prior to Closing will deliver or make available to the character Purchaser correct and complete copies of the bylaws of each Subsidiary, as amended to date. No Subsidiary is in default under or in violation of any provision of its properties owned charter or held under lease or by-laws. All of the nature issued and outstanding shares of its activities makes such qualification necessarycapital stock of each Subsidiary are duly authorized, validly issued, fully paid, nonassessable (except where as otherwise provided in Section 108.0622(2)(b) of the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse EffectWBC) and free of preemptive rights. Except as set forth disclosed in Section 4.2 hereof4.02 of the Company Disclosure Statement, there all shares of each Subsidiary that are no outstanding held of record or owned beneficially by either the Company or any Subsidiary or any nominee are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act, state securities laws or foreign securities laws), written claims, Security Interests (as hereinafter defined), options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiarycontracts and calls. There are no votingoutstanding or authorized options, stockholder or other warrants, rights, agreements or understandings commitments to which the Company or any of the Company's subsidiaries Subsidiary is a party or is bound which are binding on any of them providing for the issuance, disposition or acquisition of any capital stock of any Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesSubsidiary.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ifs Ab), Agreement and Plan of Merger (Effective Management Systems Inc)
Subsidiaries. All (a) Schedule 4.4 hereto correctly sets forth the names, form of legal entity, percentage of shares of each class of capital stock issued and outstanding, percentage of shares owned by Borrower or a Restricted Subsidiary (specifying such owner) and jurisdictions of organization of all Restricted Subsidiaries and specifies which thereof, as of the Closing Date, are Significant Subsidiaries. Except as described in Schedule 4.4, Borrower does not own any capital stock, equity interest or debt security which is convertible, or exchangeable, for capital stock or equity interests in any Person. Unless otherwise indicated in Schedule 4.4, as of the Closing Date all of the outstanding shares of capital stock ofstock, or other ownership interests in, each all of the Company's subsidiaries have been units of equity interest, as the case may be, of each Restricted Subsidiary are owned of record and beneficially by Borrower, there are no outstanding options, warrants or other rights to purchase capital stock of any such Subsidiary, and all such shares or equity interests so owned are duly authorized, validly issued, fully paid, non-assessable, and were issued in compliance with all applicable state and federal securities and other Laws, and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all LiensLiens and Rights of Others, except for Permitted Encumbrances and Permitted Rights of Others. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. (b) Each of the Company's subsidiaries that Restricted Subsidiary is a corporation is a corporation or partnership duly organizedformed, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powerorganization, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified to do business as a foreign corporation to do business, organization and is in good standing, standing as such in each jurisdiction where in which the character conduct of its business or the ownership or leasing of its properties owned or held under lease or the nature of its activities makes such qualification necessarynecessary (except where the failure to be so duly qualified and in good standing does not constitute a Material Adverse Effect), and has all requisite power and authority to conduct its business and to own and lease its Properties. (c) Each Restricted Subsidiary is in compliance with all Laws and other requirements applicable to its business and has obtained all authorizations, consents, approvals, orders, licenses, and permits from, and each such Subsidiary has accomplished all filings, registrations, and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of its business, except where the failure to be so qualified would in such compliance, obtain such authorizations, consents, approvals, orders, licenses, and permits, accomplish such filings, registrations, and qualifications, or obtain such exemptions, does not individually or in the aggregate have constitute a Company Material Adverse Effect. Each (d) As of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is Closing Date Borrower has no Subsidiaries (i) in good standing, in each jurisdiction where which Borrower directly or indirectly owns at least 80% of the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities capital stock or other agreements or commitments obligating the Company ownership interests and (ii) with respect to which Borrower or any of its subsidiaries to issueRestricted Subsidiaries has entered any shareholders' agreement, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder management agreement or other agreements agreement which has the effect of delegating management control over such Subsidiary to a Person other than Borrower or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiaries.Restricted Subsidiary. 4.5
Appears in 2 contracts
Samples: Loan Agreement (Circus Circus Enterprises Inc), Loan Agreement (Circus Circus Enterprises Inc)
Subsidiaries. Each subsidiary of the Company (individually a “Subsidiary” and collectively, the “Subsidiaries”) has been duly incorporated or organized, is validly existing as a corporation or other legal entity in good standing (or the foreign equivalent thereof) under the laws of the jurisdiction of its incorporation or organization, has the corporate power and authority to own its properties and to conduct its business as currently being carried on and as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership, leasing or operation of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in the Registration Statement, the Disclosure Package and in the Prospectus, are owned directly by the Company or through its wholly-owned subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except the Company, and none of the outstanding shares of capital stock of, or other ownership equity interests in, each of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all LiensSubsidiaries. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Scheduleits Subsidiaries, the Company does not ownowns no beneficial interest, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other business entity. Each The Company has no significant subsidiaries (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under Commission) other than the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry Subsidiaries listed on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesSchedule II attached hereto.
Appears in 2 contracts
Samples: Placement Agency Agreement (ChromaDex Corp.), Placement Agency Agreement (Pluristem Therapeutics Inc)
Subsidiaries. All Schedule 2.02 sets forth, among other things, a complete and correct list of all of Seller's Subsidiaries (each a "Seller Subsidiary" and collectively the "Seller Subsidiaries"), all outstanding Equity Securities of each of which, except as set forth on Schedule 2.02, are owned directly or indirectly by Seller. "Equity Securities" of an issuer means capital stock or other equity securities of such issuer, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or se- curities or rights convertible into, shares of any capital stock or other Equity Securities of such issuer, or contracts, commitments, understandings or arrangements by which such is- xxxx is or may become bound to issue additional shares of its capital stock or other Equity Securities of such issuer, or options, warrants, scrip or rights to purchase, acquire, sub- scribe to, calls on or commitments for any shares of its capi- tal stock or other Equity Securities. Except as set forth on Schedule 2.02, all of the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been Seller Subsidiaries are validly issued and are issued, fully paid and nonassessable nonassessable, and such those shares (other than directors' qualifying shares and similar interests) owned by Seller are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Scheduleany lien, the Company does not ownclaim, directly charge, option, encumbrance, agreement, mortgage, pledge, security interest or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entityrestriction (a "Lien") with respect thereto. Each of the Company's subsidiaries that Seller Subsidiar- ies is a corporation is a corporation corporation, savings bank or bank and trust company duly incorporated or organized, validly existing existing, and in good standing under the Laws laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership incorporation or a limited liability company is duly formed organization, and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power and authority to own or the partnership power, as the case may be, lease its properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted. Each of the Company's subsidiaries that is a corporation Seller Subsidiaries is duly qualified as a foreign corporation to do business, and is in good standing, business in each jurisdiction where its ownership or leasing of property or the character conduct of its properties owned or held under lease or the nature of its activities makes such qualification necessarybusiness requires it so to be qualified, except where the failure to be so qualified qualify would not individually or in the aggregate have a Company Material Adverse Effect. Each material adverse effect on the Condi- tion of the Company's subsidiaries that is a partnership is duly qualified Seller and its Subsidiaries, taken as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effectwhole. Except for the Equity Securities of Seller Bank of which Seller owns 100% and except as set forth in Section 4.2 hereofon Schedule 2.02, there are no outstanding optionsSeller does not own beneficially, warrantsdirectly or indirectly, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any shares of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiaries.any
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Roosevelt Financial Group Inc), Agreement and Plan of Reorganization (Mercantile Bancorporation Inc)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized’s “subsidiaries” (for purposes of this Agreement, validly existing and as defined in good standing Rule 405 under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership Securities Act) has been duly incorporated or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powerorganized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to carry on own, lease and operate its properties and to conduct its business as it is now being conducted or presently proposed to be conducted. Each described in the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do businessRegistration Statement, the Time of Sale Prospectus and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessaryProspectus, except where the failure to be so qualified in good standing would not individually or reasonably be expected to result in the aggregate have a Company Material Adverse EffectChange. Each of the Company's ’s subsidiaries that is a partnership is duly qualified as a foreign corporation, partnership authorized or limited liability company, as applicable, to do business, transact business and is in good standing, standing in each jurisdiction where in which such qualification is required, whether by reason of the character ownership or leasing of its properties owned or held under lease property or the nature conduct of its activities makes such qualification necessarybusiness, except where the failure to so qualify or to be so qualified in good standing would not individually or reasonably be expected to result in the aggregate have a Company Material Adverse EffectChange. Except as set forth in Section 4.2 hereof, there are no All of the issued and outstanding options, warrants, subscriptions, calls, rights, convertible securities capital stock or other agreements equity or commitments obligating the Company or any ownership interests of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any each of the Company's ’s subsidiaries is a party have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or is bound through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding capital stock or equity interest in any subsidiary was issued in violation of preemptive or similar rights of any security holder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with respect the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the voting of the capital stock of the Company or any of the Company's subsidiariesRegistration Statement.
Appears in 2 contracts
Samples: Underwriting Agreement (SQZ Biotechnologies Co), Underwriting Agreement (SQZ Biotechnologies Co)
Subsidiaries. All the outstanding shares Set forth on Schedule 4.1(b) hereto is a complete list of capital stock of, or other ownership interests in, each all of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares of the Corporation (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Lienseach a "Subsidiary"). Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Scheduleon Schedule 4.1(b) hereto, the Company Corporation does not own, directly or indirectly, any capital stock or other ownership interest in equity securities of any corporation, partnershipnor does the Corporation have any direct or indirect ownership interest, limited liability companyincluding interests in partnerships and joint ventures, joint venture in any other entity or other entitybusiness and there are no agreements to acquire such interests. Each of the Company's subsidiaries that is a corporation is a corporation Subsidiary has been duly organized, is validly existing and in good standing under the Laws laws of its respective jurisdiction of incorporationincorporation and is duly qualified and in good standing as a foreign corporation, and is authorized to do business, in all jurisdictions in which the character of its properties or the nature of its businesses requires such qualification or authorization, except for qualifications and authorizations the lack of which, individually or in the aggregate, would not reasonably be expected to result in a material adverse effect upon the business, prospects, properties, liabilities, assets, operations, results of operations, condition (financial or otherwise), or affairs of the Corporation or result in the loss from employment of any Principal Executive Officer as such term is defined on Schedule I (a "Material Adverse Effect"). Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries Subsidiary has the corporate requisite power or the partnership power, as the case may be, and authority to own and hold its properties and to carry on its business as it is now being conducted or presently proposed to be conducted. Each Except as disclosed on Schedule 4.1(b) hereto: (i) all of the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do businessoutstanding shares of capital stock of each Subsidiary are owned beneficially and of record by the Corporation, and is in good standinganother Subsidiary or any combination thereof, in each jurisdiction where case free and clear of any liens, charges, restrictions, claims or encumbrances other than restrictions on transfer imposed by the character Securities Act of its properties owned or held under lease or 1933, as amended (the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, "Securities Act"); and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, (ii) there are no outstanding optionssubscriptions, warrants, subscriptions, calls, rightsoptions, convertible securities or other agreements rights (contingent or commitments obligating the Company other) pursuant to which any Subsidiary is or may become obligated to issue any shares of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of to any person other than the Company Corporation or any of the Company's subsidiariesa Subsidiary.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Wam Net Inc), Securities Purchase Agreement (Wam Net Inc)
Subsidiaries. All A complete and accurate list of all of the Subsidiaries of LSI, together with the jurisdiction of incorporation of each Subsidiary and the percentage of each Subsidiary’s outstanding shares of capital stock ofowned by LSI or another Subsidiary or affiliate of LSI, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as is set forth in Section 4.3 4.2 of the Company LSI Disclosure Schedule, the Company Letter. LSI does not own, directly or indirectlyindirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any capital stock or other ownership interest Person, excluding securities in any corporation, partnership, limited liability publicly traded company held for investment by LSI and comprising less than one percent of the outstanding stock of such company, joint venture or other entity. Each Subsidiary of the Company's subsidiaries that LSI is a corporation is a corporation duly organized, validly existing and in good standing under the Laws Legal Requirements of its jurisdiction of incorporation. Each of organization (to the Company's subsidiaries that is a partnership extent such concepts exist in such jurisdictions) and has all requisite corporate or a limited liability company is duly formed other power and validly existing under authority necessary to own, lease and operate the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power properties it purports to own, lease or the partnership power, as the case may be, operate and to carry on its business as it is now presently being conducted or presently proposed conducted, except to the extent that the failure to be conductedso organized or existing or in good standing or have such power or authority would not reasonably be expected to have, individually or in the aggregate, an LSI Material Adverse Effect. Each the Company's subsidiaries that is a corporation Subsidiary of LSI is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction (to the extent such concepts exist in such jurisdictions) where the character or location of its the properties owned owned, leased or held under lease operated by it or the nature of its activities makes such qualification or licensing necessary, except where to the extent that the failure to be so qualified or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate have a Company aggregate, an LSI Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agere Systems Inc), Agreement and Plan of Merger (Lsi Logic Corp)
Subsidiaries. All The Company has no material subsidiaries (as defined under the Securities Act and the Canadian Securities Laws) other than Borealis Mining Company, a Nevada corporation, and Gryphon Nevada Eagle Holding Company, a Nevada corporation (collectively, the “Subsidiaries”); except as disclosed in the Registration Statement, the U.S. Prospectus, the Permitted Free Writing Prospectuses, if any, and the Canadian Offering Documents (i) the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock of, or other ownership equity interests in, of each of the Company's subsidiaries have been validly issued Subsidiaries and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interestsii) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital shares of stock or any other ownership interest in equity interests or long-term debt securities of any corporation, firm, partnership, limited liability companyjoint venture, joint venture association or other entity. Each ; complete and correct copies of the Company's subsidiaries that charter and by-laws of the Company and all of the Subsidiaries and all amendments thereto have been furnished to the Underwriters, and no changes therein will be made on or after the date hereof through and including the Time of Purchase and the Additional Time of Purchase, as applicable; each Subsidiary has been incorporated or organized in accordance with applicable laws and regulations of its respective jurisdiction of formation, is validly existing as a corporation is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of incorporation. Each of , with full corporate or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Company's subsidiaries that Registration Statement, the U.S. Prospectus, the Permitted Free Writing Prospectuses, if any, and the Canadian Offering Documents; each Subsidiary is qualified to do business as a partnership foreign corporation or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powercompany, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, standing in each jurisdiction where the character ownership or leasing of its properties owned or held under lease or the nature conduct of its activities makes business requires such qualification necessaryqualification, except where the failure to be so qualified and in good standing would not not, individually or in the aggregate aggregate, have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any has furnished to the Underwriters a correct and compete list of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound all such foreign jurisdictions with respect to the voting each of the Subsidiaries; except as disclosed in the Registration Statement, the U.S. Prospectus, the Permitted Free Writing Prospectuses, if any, and the Canadian Offering Documents, all of the outstanding shares of capital stock or other equity interests of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of any preemptive right, resale right, right of first refusal or similar right and are owned by the Company subject to no security interest, lien or other encumbrance or any adverse claims; except as disclosed in the Registration Statement, the U.S. Prospectus, the Permitted Free Writing Prospectuses, if any, and the Canadian Offering Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or equity interests in the Company's subsidiariesSubsidiaries are outstanding; the Company has no “significant subsidiary,” as that term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Commission.
Appears in 2 contracts
Samples: Underwriting Agreement (Gryphon Gold Corp), Underwriting Agreement (Gryphon Gold Corp)
Subsidiaries. All the outstanding shares of capital stock ofEach Subsidiary is a corporation, partnership or other ownership interests in, each of entity (as indicated on the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Future Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation ) duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed organization and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate or similar power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently currently proposed to be conducted. Each the Company's subsidiaries that is a corporation Subsidiary is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, necessary except where the failure to be so qualified qualified, when taken together with all such failures, has not had, and would not individually or in the aggregate have reasonably be expected to have, a Company Material Adverse Effecteffect on Future and its Subsidiaries, taken together. Each The Future Disclosure Schedule sets forth, with respect to each Subsidiary, its name and jurisdiction of the Company's subsidiaries organization and, with respect to each Subsidiary that is not wholly-owned, the number of issued and outstanding shares of capital stock or share capital and the number of shares of capital stock or share capital owned by Future or a partnership is duly qualified as a foreign partnership authorized to do businessSubsidiary. All the outstanding shares of capital stock or share capital of each Subsidiary are validly issued, fully paid and is in good standingnonassessable, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessaryand, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as otherwise set forth in Section 4.2 hereofthe Future Disclosure Schedule, there those owned by Future or by a Subsidiary of Future are owned free and clear of any liens, claims or encumbrances. There are no outstanding existing options, warrants, subscriptions, calls, rights, convertible securities or other rights, agreements or commitments obligating of any character relating to the Company issued or any of its subsidiaries to issue, transfer unissued capital stock or sell any other securities of any Company subsidiaryof the Subsidiaries of Future. There are no votingFuture does not directly or indirectly own any interest in any other corporation, stockholder partnership, joint venture or other agreements business association or understandings entity or have any obligation, commitment or undertaking to which the Company or acquire any such interest other than joint ventures of the Company's subsidiaries is a party or is bound with respect to type customarily entered into in the voting of the capital stock of the Company or any of the Company's subsidiariesoil and gas industry.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Encap Equity 1994 Limited Partnership), Agreement and Plan of Merger (Future Petroleum Corp/Ut/)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interestsa) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 Each Subsidiary of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed organization, and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powerall powers and all governmental licenses, as the case may beauthorizations, consents and approvals required to carry on its business as it now conducted, except for those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, the term “Subsidiary,” when used with respect to any Person, means any other Person, whether incorporated or unincorporated, of which (i) more than fifty percent of the voting securities or other ownership interests is now being conducted owned by such Person or presently proposed one or more of its Subsidiaries, (ii) such Person or one or more of its Subsidiaries is a general partner or holds a majority of the voting interests of a partnership or (iii) securities or other interests having by their terms ordinary voting power to elect more than fifty percent of the board of directors or others performing similar functions with respect to such corporation or other organization, are directly owned or controlled by such Person or by any one or more of its Subsidiaries. For the avoidance of doubt, for all purposes of this Agreement, the MLP and its Subsidiaries shall be deemed to be conductedSubsidiaries of the Company. The MLP consummated the transactions contemplated by that certain Contribution, Conveyance, Assumption and Simplification Agreement, dated as of November 14, 2019, by and among the Company, Noble Midstream Partners, LP (the “MLP”), Noble Midstream GP LLC (“Noble GP”), Noble Midstream Services, LLC, Noble Midstream, LLC and Noble Midstream Holdings LLC on November 21, 2019 in accordance with the terms thereof as disclosed in the Company SEC Documents and the MLP SEC Documents. Each Subsidiary of the Company's subsidiaries that is a corporation Company is duly qualified as a foreign corporation to do business, business and is in good standing, standing in each jurisdiction where in which the character of its properties the property owned or held under lease leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not not, individually or in the aggregate aggregate, be reasonably likely to have a Company Material Adverse Effect. Each of the Company's subsidiaries that All “significant subsidiaries” (as such term is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth defined in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating 1-02 of Regulation S-X under the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock Exchange Act) of the Company or any (collectively, and including for the avoidance of doubt, the MLP, “Significant Subsidiaries”) and all other entities listed on Exhibit 21 to the Company 10-K and their respective jurisdictions of organization are identified in Section 3.6(a) of the Company's subsidiariesCompany Disclosure Schedules.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Noble Energy Inc), Agreement and Plan of Merger (Noble Energy Inc)
Subsidiaries. All SECTION 2.05 OF THE DISCLOSURE SCHEDULE lists the outstanding shares name of capital stock of, each Subsidiary and all lines of business in which each Subsidiary is participating or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entityengaged. Each of the Company's subsidiaries that is a corporation Subsidiary is a corporation duly organized, validly existing and in good standing under the Laws Law of its jurisdiction of incorporationincorporation identified in SECTION 2.05 OF THE DISCLOSURE SCHEDULE, and has full corporate power and authority to conduct its business as and to the extent now conducted and to own, use and lease its Assets and Properties. Each Subsidiary is duly qualified, licensed or admitted to do business and is in good standing in those jurisdictions specified in SECTION 2.05 OF THE DISCLOSURE SCHEDULE, which are the only jurisdictions in which the ownership, use or leasing of such Subsidiary's Assets and Properties, or the Company's subsidiaries that is a partnership conduct or nature of its business, makes such qualification, licensing or admission necessary, except for those jurisdictions in which the adverse effects of all such failures by the Company and the Subsidiaries to be qualified, licensed or admitted and in good standing can in the aggregate be eliminated without material cost or expense by the Company or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powerSubsidiary, as the case may be, to carry on its business as it is now being conducted becoming qualified, licensed or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, admitted and is in good standing, in . SECTION 2.05 OF THE DISCLOSURE SCHEDULE lists for each jurisdiction where Subsidiary the character amount of its properties owned or held under lease or authorized capital stock, the nature amount of its activities makes outstanding capital stock and the record owners of such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effectoutstanding capital stock. Except as set forth disclosed in Section 4.2 hereofSECTION 2.05 OF THE DISCLOSURE SCHEDULE, all of the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and are owned, beneficially and of record, by the Company or Subsidiaries wholly owned by the Company free and clear of all Liens. Except as disclosed in SECTION 2.05 OF THE DISCLOSURE SCHEDULE, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound Options with respect to any Subsidiary. The name of each director and officer of each Subsidiary on the voting date hereof, and the position with such Subsidiary held by each, are listed in SECTION 2.05 OF THE DISCLOSURE SCHEDULE. Love has prior to the execution of this Agreement delivered to Purchaser true and complete copies of the capital stock certificate or articles of incorporation and by-laws (or other comparable corporate charter documents) of each of the Company or any of Subsidiaries as in effect on the Company's subsidiariesdate hereof.
Appears in 2 contracts
Samples: Investment Agreement (PDT Inc /De/), Stock Purchase Agreement (PDT Inc /De/)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock subsidiaries referenced in the Disclosure Letter (the "Subsidiaries" and individually a "Subsidiary"), the Company does not have any direct or indirect subsidiaries. The Company's foreign Subsidiaries consist of a German Subsidiary and a Swedish Subsidiary and of the Company's subsidiaries foreign Subsidiaries (the "ESC Foreign Subsidiaries") owned by Environmental Systems Corporation, all as described in further detail in the Disclosure Letter. Except as listed in the Disclosure Letter and except for the shares of stock in the Subsidiaries, the Company does not own any securities issued by any other business organization or governmental authority, except United States, state, and municipal government securities, bank certificates of deposit, or money market accounts acquired as investments in the ordinary course of its business, and, except as set forth in Section 4.3 of the Disclosure Letter, neither the Company Disclosure Schedule, the Company does not own, directly nor any of its Subsidiaries owns or indirectly, has any capital stock direct or other indirect ownership interest in or control over any other corporation, partnership, limited liability companyjoint venture, joint venture or other entityentity of any kind. All of the issued and outstanding shares of stock of the Subsidiaries are owned by the Company, or, where specified in the Disclosure Letter, by a Subsidiary or in the case of certain foreign Subsidiaries by the persons who are identified (together with the number of shares of Subsidiary capital stock owned) in the Disclosure Letter. There are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of stock of any class of the Subsidiaries. In the case of each Subsidiary, the Disclosure Letter specifies the Subsidiary's jurisdiction of incorporation, its authorized capital stock, the number of shares which are issued and outstanding, and the entity which owes such shares, whether the Company or another Subsidiary. Each of the Company's subsidiaries that Subsidiary is a corporation is a corporation duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of incorporationincorporation and has the necessary corporate power and corporate authority to own or lease its properties, except for any noncompliance with the foregoing representation which may exist in the case of the ESC Foreign Subsidiaries, which noncompliance will not have a Material Adverse Effect on the Company Group. Copies of each Subsidiary's organizational documents, as amended to date, have been made available for review by purchaser. Each Subsidiary (i) is not in violation of any of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws terms of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powerorganizational documents, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation and (ii) is duly qualified to do business as a foreign corporation to do businessin the jurisdictions listed in the Disclosure Letter, and is not required to be licensed or qualified to conduct its business or its property in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessaryany other Jurisdiction, except where such violation, or where the failure to be so qualified licensed or qualified, would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Effect on the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiaryGroup. There are no voting, stockholder or other agreements or understandings to which In this Agreement the Company or any of and the Company's subsidiaries is a party or is bound with respect Subsidiaries are sometimes referred to as the voting of the capital stock of the "Company or any of the Company's subsidiariesGroup."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tsi Inc /Mn/), Exhibit 10 (Fauth John J)
Subsidiaries. Section 3.7 of the Parent Disclosure Schedule sets forth for each Subsidiary of Parent, including the Merger Sub, (i) its name and jurisdiction of incorporation; (ii) the number of authorized shares for each class of its capital stock; (iii) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder; and (iv) the number of shares of its capital stock held in treasury. All of the issued and outstanding shares of capital stock of each Subsidiary of Parent have been duly authorized and are validly issued, fully paid, and non-assessable. Parent and/or one or more of its Subsidiaries hold of record and own beneficially all of the outstanding shares of each Subsidiary of Parent, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Parent or any of its Subsidiaries to sell, transfer, or otherwise dispose of any capital stock of any of its Subsidiaries or that could require any Subsidiary of Parent to issue, sell, or otherwise cause to become outstanding any of its own capital stock. There is no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Subsidiary of Parent. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary of Parent. Neither Parent nor any of its Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust, or other business association that is not a Subsidiary of Parent. Except for the Subsidiaries set forth in Section 3.7 of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries owns or has any right to acquire, directly or indirectly, any outstanding capital stock of, or other ownership equity interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesPerson.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rivulet Media, Inc.), Agreement and Plan of Merger (Bio-Matrix Scientific Group, Inc.)
Subsidiaries. Section 3.1(b) of the disclosure schedule attached hereto (the "Disclosure Schedule") sets forth the name, jurisdiction of incorporation, total capitalization and number of shares of outstanding capital stock of each class owned, directly or indirectly, by the Company of each corporation of which the Company owns, directly or indirectly, a majority of the outstanding capital stock (individually, a "Subsidiary" and, collectively, the "Subsidiaries"). All the issued and outstanding shares of capital stock ofof each Subsidiary are validly issued, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and nonassessable. All such shares (other than directors' qualifying shares and similar interests) owned, directly or indirectly, by the Company are owned directly or indirectly by the CompanyCompany beneficially and of record, free and clear of all Liensliens, pledges, encumbrances or restrictions of any kind. No Subsidiary has outstanding any securities convertible into or exchangeable or exercisable for any shares of its capital stock, there are no outstanding options, warrants, stock appreciation rights, phantom stock or stock equivalents. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 3.1(c) of the Disclosure Schedule, the Company has no outstanding stock appreciation rights, phantom stock or stock equivalents or other rights to purchase or acquire any capital stock of any Subsidiary, there are no irrevocable proxies with respect to such shares, and there are no contracts, commitments, understandings, arrangements or restrictions by which any Subsidiary or the Company is bound to issue additional shares of the capital stock of a Subsidiary. Except for the Subsidiaries, and as otherwise disclosed in Section 3.1(b) of the Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership equity securities of any corporation or have any direct or indirect equity interest in any corporation, partnership, limited liability company, joint venture or other entitybusiness. Each of the Company's subsidiaries that is a corporation Subsidiary (i) is a corporation duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries ; (ii) has the all requisite corporate power or the partnership power, as the case may be, and authority and any necessary governmental authority to carry on its business as it is now being conducted and to own, operate and lease its properties; and (iii) is qualified or presently proposed licensed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified do business as a foreign corporation to do business, and is in good standing, standing in each jurisdiction where of the character jurisdictions in which (A) the ownership or leasing of real property or the conduct of its properties owned or held under lease or the nature of its activities makes business requires such qualification necessary, except where or licensing and (B) the failure to be so qualified would not individually or licensed, either singly or in the aggregate aggregate, would have a Company Material Adverse Effect. Each The Company has previously delivered to Parent and Sub complete and correct copies of the Company's subsidiaries that is a partnership is duly qualified Certificates or Articles of Incorporation and By-Laws of each Subsidiary, each as a foreign partnership authorized amended to do business, date. All such Certificates or Articles of Incorporation and is By-Laws are in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesfull force and effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Egan Charles), Agreement and Plan of Merger (Cort Business Services Corp)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each The only subsidiaries of the Company's subsidiaries have been validly issued Company (each a "Subsidiary and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interestscollectively the "Subsidiaries") are owned directly or indirectly by the Company, free and clear of all Liensthose listed on Exhibit A hereto. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 the Prospectus (or if the Prospectus is not in existence, in the most recent preliminary prospectus) or as required in connection with the exercise of its rights as a creditor, or pursuant to a bona fide collateral pledge arrangement, neither the Company Disclosure Schedulenor any Subsidiary owns, nor at the Company does not ownClosing Time or the Date of Delivery (if any Option Securities are purchased), directly or indirectly, any capital stock or other ownership will own an interest in any corporation, partnership, limited liability companytrust, joint venture or other business entity. Each of the Company's subsidiaries that Subsidiary (other than Oriental Financial (PR) Statutory Trust I) has been duly incorporated and is validly existing as a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each laws of the Company's subsidiaries that jurisdiction in which it is a partnership chartered or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the organized, with full corporate power or the partnership powerand authority to own, as the case may be, to carry on lease and operate its properties and conduct its business as it is now being conducted or presently proposed to be conducted. Each described in the Company's subsidiaries that is a corporation Prospectus, and is duly qualified to transact business as a foreign corporation to do business, and is in good standing, in standing under the laws of each jurisdiction where in which the character conduct of its business or ownership or leasing of its properties owned or held under lease or the nature of its activities makes requires such qualification necessary, except and where the failure to be so qualified would not would, individually or in the aggregate aggregate, have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth otherwise disclosed in Section 4.2 hereofthe Registration Statement, there are no all of the issued and outstanding optionscapital stock of each Subsidiary has been duly authorized and validly issued, warrantsis fully paid and non-assessable and is owned by the Company, subscriptionsdirectly or through subsidiaries, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities free and clear of any Company subsidiary. There are no votingsecurity interest, stockholder mortgage, pledge, lien, encumbrance, claim or other agreements or understandings to which the Company or any equity; none of the Company's subsidiaries outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Oriental Financial (PR) Statutory Trust I ("OFG Trust I") has been duly formed and is validly existing in good standing as a party or is bound statutory trust under the laws of the State of Connecticut with the power and authority to own property and to conduct its business as described in the Prospectus. All filings required as of the date hereof under the laws of the State of Connecticut with respect to the voting creation and valid existence of the capital stock of the Company or any of the Company's subsidiariesOFG Trust I as a statutory trust have been made.
Appears in 2 contracts
Samples: Underwriting Agreement (Oriental Financial Group Inc), Underwriting Agreement (Oriental Financial Group Inc)
Subsidiaries. All the outstanding shares Schedule 2.1(b) hereto is a complete list of capital stock ofeach corporation, partnership, joint venture or other ownership interests inbusiness organization (the "Subsidiary" or, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and with respect to all such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Scheduleorganizations, the Company does not own"Subsidiaries") in which each Borrower or any Subsidiary owns, directly or indirectly, any capital stock or other ownership interest equity interest, or with respect to which each Borrower or any Subsidiary, alone or in any corporationcombination with others, partnershipis in a control position, limited liability company, joint venture which list shows the jurisdiction of incorporation or other entityorganization and the percentage of stock or other equity interest of each Subsidiary owned by such Borrower. Each of the Company's subsidiaries that Subsidiary which is a corporation is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation and is duly qualified to transact business as a foreign corporation and is in good standing in the jurisdictions listed in Schedule 2.1(b), which are the only jurisdictions where the properties owned or leased or the business transacted by it makes such licensing or qualification to do business as a foreign corporation necessary, and no other jurisdiction of incorporationhas demanded, requested or otherwise indicated that (or inquired whether) it is required so to qualify. Each of the Company's subsidiaries that Subsidiary which is not a partnership or a limited liability company corporation is duly formed organized and validly existing under the Laws laws of the jurisdiction of its jurisdiction organization. The outstanding capital stock of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that each Subsidiary which is a corporation is duly qualified as a foreign corporation validly issued, fully paid and nonassessable. Each Borrower and its Subsidiaries have good and valid title to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or equity interests in the aggregate have a Company Material Adverse Effect. Each Subsidiaries shown as owned by each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do businessthem on Schedule 2.1(b), free and is in good standingclear of all liens, in each jurisdiction where the character claims, charges, restrictions, security interests, equities, proxies, pledges or encumbrances of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effectany kind. Except as set forth in Section 4.2 hereofwhere otherwise indicated herein or unless the context otherwise requires, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any reference to Borrowers herein shall include Borrowers and all of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariestheir Subsidiaries.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Dreams Inc), Pledge and Security Agreement (Dreams Inc)
Subsidiaries. All The name and state of incorporation of each significant subsidiary (as defined in Section 8.7) of SunTrust (collectively, the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests"Significant Subsidiaries") are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as is set forth in the SunTrust SEC Reports (as defined in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity3.7). Each of the Company's subsidiaries that Significant Subsidiaries is a corporation is bank or a corporation duly organized, validly existing and in good standing under the Laws laws of its respective jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership incorporation or a limited liability company is duly formed organization and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified to do business as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character in which its ownership or lease of its properties owned or held under lease property or the nature of its activities the business conducted by it makes such qualification necessary, except where for such jurisdictions in which the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the CompanySignificant Subsidiaries has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its businesses as they are now being conducted. All outstanding shares of capital stock of each of the Significant Subsidiaries are owned by SunTrust or another of SunTrust's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized and are validly issued, fully paid and (except pursuant to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or 12 USC Section 55 in the aggregate have a Company Material Adverse Effectcase of each national bank subsidiary and applicable state law in the case of each state bank subsidiary) nonassessable, are not subject to preemptive rights and are owned free and clear of all liens, claims and encumbrances. Except as set forth in Section 4.2 hereof, there There are no outstanding subscriptions, options, warrants, subscriptions, calls, rights, convertible securities or any other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of any Significant Subsidiary obligating the Company or any of its subsidiaries the Significant Subsidiaries to issue, transfer deliver or sell any securities sell, or cause to be issued, delivered or sold additional shares of any Company subsidiary. There are no voting, stockholder its capital stock or other agreements or understandings to which the Company or obligating any of the Company's subsidiaries is a party Significant Subsidiaries to grant, extend or is bound with respect to the voting of the capital stock of the Company enter into any subscription, option, warrant, right, convertible security or any of the Company's subsidiariesother similar agreement or commitment.
Appears in 2 contracts
Samples: Stock Option Agreement (Suntrust Banks Inc), Agreement and Plan of Merger (Crestar Financial Corp)
Subsidiaries. All (a) Each of Holly’s Subsidiaries is a corporation, limited liability company or partnership duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, has the corporate, limited liability company or partnership power and authority to own, operate and lease its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing (where applicable) in each jurisdiction in which the ownership, operation or lease of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have, individually or in the aggregate, a Xxxxx Material Adverse Effect. Except as described in Section 3.4(b) with respect to the entities listed therein, all of the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been Holly’s Subsidiaries is duly authorized, validly issued and are issued, fully paid and nonassessable nonassessable. Except with respect to Xxxxx Energy Partners, L.P. (“MLP”) and such shares UNEV Pipeline, LLC (other than directors' qualifying shares and similar interests) are owned “UNEV”), each of Holly’s Subsidiaries is owned, directly or indirectly indirectly, by Xxxxx free and clear of all liens, mortgages, security interests, indentures, deeds of trust, pledges, deposits, restrictions, burdens, liens, licenses, leases, subleases, rights of first refusal, rights of first offer, charges, privileges, easements, rights of way, reservations, options, preferential purchase rights, rights of a vendor under any title retention or conditional sale agreement, or other arrangements substantially equivalent thereto, in each case regardless of whether relating to the Companyextension of credit or the borrowing of money (collectively, “Liens”). Each of the Subsidiaries of MLP and UNEV are owned, directly or indirectly, by MLP and UNEV, respectively, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not ownXxxxx owns, directly or indirectly, any capital stock or other ownership (a) 7,290,000 of the common units of MLP and a 2% general partner interest in any corporation, partnership, limited liability company, joint venture or other entity. Each MLP and (b) 75% of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws equity interests of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standingUNEV, in each jurisdiction where the character case free and clear of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effectall Liens. Each Schedule 3.4 of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do businessXxxxx Disclosure Letter sets forth for each Subsidiary of Xxxxx, its name and is in good standing, in each jurisdiction where the character of its properties owned incorporation or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesorganization.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Holly Corp), Agreement and Plan of Merger (Frontier Oil Corp /New/)
Subsidiaries. All Schedule 4.5 sets forth the outstanding shares name of capital stock ofeach Subsidiary and, or other ownership interests in, with respect to each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedulelisted Subsidiary, the Company does not ownjurisdiction in which it is organized, directly or indirectlyand the jurisdictions, any capital stock or other ownership interest if any, in any corporation, partnership, limited liability company, joint venture or other entitywhich it is qualified to do business. Each of the Company's subsidiaries that Subsidiary is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company and is duly formed qualified or authorized to do business as a foreign entity and validly existing is in good standing under the Laws of each jurisdiction in which the conduct of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power business or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character ownership of its properties owned or held under lease or the nature of its activities makes requires such qualification necessaryor authorization, except where the failure to be so qualified qualified, authorized or in good standing would not individually or in be materially adverse to the aggregate have a Company Material Adverse Effectand the Subsidiaries. Each Subsidiary has all requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted. All of the Company's subsidiaries that is a partnership is duly qualified issued and outstanding equity interests of the Subsidiaries (the “Subsidiary Interests”) are held beneficially and of record by the Company as a foreign partnership authorized set forth on Schedule 4.5, free and clear of any and all Liens other than restrictions imposed thereon by applicable securities Laws and any Liens securing the Company Indebtedness (which Liens shall be subject to do businesspending Lien releases as of the Closing). None of the issued Subsidiary Interests were issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights, and are otherwise duly authorized, validly issued, fully paid and non-assessable. There is in good standingno existing option, in each jurisdiction where warrant, call, right or Contract requiring, and there are no convertible securities of any Subsidiary outstanding which upon conversion would require, the character issuance of its properties owned any other equity interests of any Subsidiary or held under lease or the nature other securities convertible into equity interests of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effectany Subsidiary. Except as set forth in Section 4.2 hereofon Schedule 4.5, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating neither the Company or nor any of its subsidiaries to issueSubsidiaries owns, transfer directly or sell indirectly, any equity securities of any Company subsidiaryPerson other than the Subsidiaries. There are The Buyer has been furnished with true, correct and complete copies of the Organizational Documents of each Subsidiary as amended and in effect on the date of this Agreement and no voting, stockholder or other agreements or understandings to which the Company or Subsidiary is in breach of any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesits Organizational Documents.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Blucora, Inc.), Stock Purchase Agreement (Blucora, Inc.)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company ’s Subsidiaries (i) is duly formed organized and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries organization, (ii) has the all requisite corporate or other applicable entity power or the partnership power, as the case may be, and authority to carry on own its properties and conduct its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation , and (iii) is duly qualified as a foreign corporation to do business, business and is in good standingstanding in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except, in each jurisdiction the case of this clause (iii), where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not or in good standing, individually or in the aggregate aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each outstanding share of capital stock of or other equity interest in each Subsidiary of the Company's subsidiaries that is a partnership Company is duly qualified as a foreign partnership authorized to do businessauthorized, validly issued, fully paid, nonassessable and free of preemptive rights and is in good standingowned, in each jurisdiction where the character beneficially and of its properties owned or held under lease or the nature of its activities makes such qualification necessaryrecord, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating by the Company or any one or more of its subsidiaries to issue, transfer or sell any securities wholly owned Subsidiaries free and clear of any Company subsidiaryall Liens other than Permitted Liens. There are no votingoptions, stockholder warrants or other agreements rights, agreements, arrangements or understandings commitments of any character to which any Subsidiary is bound relating to the Company issued or unissued capital stock or other equity interests of such Subsidiary, or securities convertible into or exchangeable for such capital stock or other equity interests, or obligating any Subsidiary to issue or sell any shares of its capital stock or other equity interests, or securities convertible into or exchangeable for such capital stock of, or other equity interests in, such Subsidiary. No Subsidiary is party to any stockholders’ agreement or other similar agreement or understanding relating to any shares of the Company's subsidiaries is a party ’s or is bound any Subsidiary’s capital stock or other equity interests or any other agreement relating to the disposition, voting or dividends with respect to the voting of the capital stock any equity interest of the Company or any of the Company's subsidiariesa Subsidiary.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Sonida Senior Living, Inc.), Securities Purchase Agreement (Levinson Sam)
Subsidiaries. The Company owns, directly or indirectly, all of the outstanding capital stock or other equity interests in each of its subsidiaries free and clear of any claim, lien, encumbrance, security interest or agreement with respect thereto. The Company Disclosure Letter sets forth a complete list of the Company's subsidiaries. Other than the capital stock or other interests held by the Company in such subsidiaries, neither the Company nor any such subsidiary owns any direct or indirect equity interest in any person, domestic or foreign. All of the outstanding shares of capital stock of, or other ownership interests in, in each of the Company's its corporate subsidiaries have been are duly authorized, validly issued and are issued, fully paid and nonassessable and were issued free of preemptive rights and in compliance with applicable securities laws and regulations. All of the outstanding partnership interests in each of its partnership subsidiaries are validly existing, nonassessable and were issued in compliance with applicable securities laws and regulations, and all capital contributions required with respect to such shares (other than directors' qualifying shares and partnership interests have been made in full. There are no irrevocable proxies or similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the obligations with respect to such capital stock or partnership interests of the Company's such subsidiaries and except as set forth in Section 4.3 no equity securities or other interests of the Company Disclosure Scheduleany of its subsidiaries are or may become required to be issued or purchased by reason of any options, the Company does not ownwarrants, directly rights to subscribe to, puts, calls or indirectlycommitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any capital stock or any other ownership equity interest in of any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do businesssuch subsidiary, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding agreements, contracts, commitments, understandings or arrangements by which any such subsidiary is bound to issue additional shares of its capital stock or other equity interests, or options, warrants, subscriptions, calls, rights, convertible securities warrants or rights to purchase or acquire any additional shares of its capital stock or other agreements equity interests or commitments obligating the Company securities convertible into or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder exchangeable for such shares or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesequity interests.
Appears in 2 contracts
Samples: Exhibit 2 Agreement and Plan of Merger (Taco Cabana Inc), Agreement and Plan of Merger (Carrols Corp)
Subsidiaries. All (a) (i) GDSC has Previously Disclosed a list of all of its Subsidiaries together with the jurisdiction of organization of each such Subsidiary, (ii) GDSC owns, directly or indirectly, all the issued and outstanding shares equity securities of capital stock ofeach of its Subsidiaries, (iii) no equity securities of any of its Subsidiaries are or may become required to be issued (other than to it or its wholly-owned Subsidiaries) by reason of any Right or otherwise, (iv) there are no contracts, commitments, understandings or arrangements by which any of such Subsidiaries is or may be bound to sell or otherwise transfer any equity securities of any such Subsidiaries (other than to it or its wholly-owned Subsidiaries), (v) there are no contracts, commitments, understandings, or other ownership interests inarrangements relating to its rights to vote or to dispose of such securities, and (vi) all the equity securities of each of the Company's subsidiaries have been validly issued and Subsidiary held by GDSC or its Subsidiaries are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly by GDSC or indirectly by the Company, its Subsidiaries free and clear of all any Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company (b) GDSC does not ownown beneficially, directly or indirectly, any capital stock equity securities or other ownership similar interests of any Person, or any interest in any corporation, partnership, limited liability company, a partnership or joint venture or of any kind, other entitythan its Subsidiaries. (c) Each of the CompanyGDSC's subsidiaries that Subsidiaries has been duly organized and is a corporation is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed organization, and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, business and is in good standing, standing in each jurisdiction the jurisdictions where its ownership or leasing of property or the character conduct of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure business requires it to be so qualified would not individually or in the aggregate have a Company Material Adverse Effectqualified. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiaries4.3.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Gentle Dental Service Corp), Agreement and Plan of Reorganization and Merger (Dental Care Alliance Inc)
Subsidiaries. Section 4(g) of the Disclosure Schedule sets forth for each Subsidiary of the Company (i) its name and jurisdiction of incorporation or formation, as applicable, (ii) the number of shares or units, as applicable, of authorized capital stock of each class of its capital stock and (iii) the number of issued and outstanding shares or units, as applicable, of each class of its capital stock, the names of the holders thereof, and the number of shares or units, as applicable, held by each such holder. All of the issued and outstanding shares or units, as applicable, of capital stock of each Subsidiary of the Company have been duly authorized and are validly issued, fully paid, and nonassessable free and clear of all Liens (other restrictions under securities Laws, the Company Stockholders’ Agreement, the Stock Plans and the related equity award agreements) and were not issued in violation of any preemptive right, subscription right, right of first refusal, purchase option or similar rights and were issued in compliance with the applicable Governing Documents and applicable Laws or exemptions therefrom. Except for the Subsidiaries set forth in Section 4(g) of the Disclosure Schedule, the Company or one of its Subsidiaries (A) holds of record and owns beneficially as of the date hereof of all of the outstanding shares capital stock and other equity interests of each Subsidiary of the Company free and clear of any preemptive rights, restrictions on transfer or Liens (other than Permitted Encumbrances and liens securing Funded Indebtedness), and (B) will hold of record and own beneficially at Closing all of the outstanding capital stock and other equity interests of each Subsidiary of the Company free and clear of any preemptive rights, restrictions on transfer or Liens (other than Permitted Encumbrances). Except for the Subsidiaries set forth in Section 4(g) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries owns or has any right to acquire, directly or indirectly, any outstanding capital stock of, or other ownership equity interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesPerson.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Harsco Corp), Stock Purchase Agreement (Compass Group Diversified Holdings LLC)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each (a) Schedule 4.2(a) of the Company's subsidiaries have been validly issued Buyer Disclosure Schedule sets forth a true and are fully paid complete list of each Significant Subsidiary of Parent and nonassessable and such shares (each other than directors' qualifying shares and similar interests) are owned Subsidiary of Parent that is not directly or indirectly wholly owned by the CompanyParent or its Significant Subsidiaries, free together with its jurisdiction of organization and clear of all Liens. Except for the capital stock its authorized and outstanding Equity Securities as of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entitydate hereof. Each Subsidiary of the Company's subsidiaries that Parent is a corporation is a corporation duly organized, validly existing existing, and in good standing under the Laws laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership organization and has all requisite corporate or a limited liability company is duly formed similar power and validly existing under the Laws of authority to own, lease and operate its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, Assets and to carry on its business portion of the Parent Business as it is now being currently 77 conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation and is duly qualified to do business and is in good standing as a foreign corporation to do business, and is in good standing, or other entity in each jurisdiction where the character ownership or operation of its properties owned or held under lease Assets or the nature conduct of its activities makes business requires such qualification necessaryqualification, except where the failure for failures to be so duly organized, validly existing, qualified or in good standing that would not not, individually or in the aggregate aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. Each Buyer has provided or made available to Seller true and complete copies of the Company's subsidiaries that is a partnership is certificate of incorporation and bylaws (or similar organizational documents) of each of the Significant Subsidiaries of Parent as in effect as of the date hereof. As of the date hereof, Parent owns, directly or indirectly, through one or more of its other Subsidiaries, all right, title and interest in and to all outstanding Equity Securities of the Subsidiaries indicated as owned by it on Schedule 4.2(a) of the Buyer Disclosure Schedule. All of the outstanding Equity Securities of the Subsidiaries of Parent have been duly qualified as a foreign partnership authorized to do businessauthorized, and is in good standingare validly issued, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariesfully paid and non-assessable.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Time Warner Inc), Asset Purchase Agreement (Adelphia Communications Corp)
Subsidiaries. All Each of Company and Company Bank owns beneficially and of record the outstanding shares of capital stock of, or other equity or ownership interests in, interest it owns in each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, its respective Subsidiaries free and clear of all any Liens. Except for the capital stock Company’s and Company Bank’s ownership interests in their respective Subsidiaries are in compliance in all material respects with all applicable Laws. Each of the Company's subsidiaries and except as set forth in Section 4.3 Subsidiaries of the Company Disclosure Schedule, the (other than Company does not own, directly or indirectly, any capital stock or other ownership interest in any Bank) and/or Company Bank (i) is a corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation entity duly organized, validly existing existing, and in good standing under the Laws laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership , organization, or a formation, (ii) has, in all material respects, all requisite corporate, limited liability company is duly formed company, or other power and validly existing under the Laws of authority to own, lease, and operate its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, properties and assets and to carry on conduct its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation , and (iii) is duly licensed and qualified as a foreign corporation to do business, transact business and is in good standing, standing in each jurisdiction where in which the character of its the properties or assets owned or held under lease leased by it or the nature of its activities the business conducted by it makes such licensing or qualification necessary, except except, with respect to clause (iii) only, where the failure to be so qualified licensed, qualified, or in good standing would not individually or in the aggregate reasonably be expected to have a Company Material Adverse Effect. Each of the Effect on Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereofwould not reasonably be expected to have a Material Adverse Effect on Company, there the outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of Company and/or Company Bank have been validly authorized and are no outstanding validly issued, fully paid, and non-assessable. No shares of capital stock or other equity or ownership interests of any Subsidiary of Company or Company Bank are or may be required to be issued by virtue of any options, warrants, subscriptions, calls, rights, convertible securities or other agreements rights; no securities exist that are convertible into or commitments obligating the exchangeable for any shares of capital stock or other equity or ownership interests of any Subsidiary of Company or Company Bank, or any of its subsidiaries to issue, transfer other debt or sell any securities equity security of any Subsidiary of Company subsidiaryor Company Bank; and there are no Contracts for the issuance of any additional capital stock or other equity or ownership interests, or any other debt or equity securities, of any Subsidiary of Company or Company Bank or any options, warrants, or other rights with respect to such securities. There is no Person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Company other than Company’s Subsidiaries. There are no voting, stockholder restrictions on the ability of any Subsidiary of Company to pay dividends or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock make distributions except as set forth on Schedule 5.2(b) of the Company or any of the Company's subsidiariesDisclosure Memorandum and except for restrictions on dividends and distributions generally applicable under applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reliant Bancorp, Inc.), Agreement and Plan of Merger (United Community Banks Inc)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure ScheduleLetter sets forth a true and complete list of each Subsidiary of the Company, including its jurisdiction of incorporation or formation and the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entitystructure of each Subsidiary. Each of the Company's subsidiaries that Subsidiaries of the Company (i) is a corporation is a corporation an entity duly organized, validly existing and in good standing under the Laws of its the jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership its organization, (ii) has all requisite corporate or a limited liability company is duly formed similar power and validly existing under the Laws of authority to own, lease and operate its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation and (iii) is duly qualified as a foreign corporation or licensed to do business, business and is in good standing, standing in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except in the case of clause (iii), where the failure to be so qualified would not or licensed or in good standing, individually or in the aggregate aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each No shares of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company are owned by any Subsidiary of the Company. All outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rights. All outstanding shares of capital stock and other voting securities or equity interests of each such Subsidiary are owned, directly or indirectly, by the Company, free and clear of all pledges, claims, liens, charges, options, rights of first refusal, encumbrances and security interests of any kind or nature whatsoever (including any limitation on voting, sale, transfer or other disposition or exercise of any other attribute of ownership) (collectively, “Liens”) other than Permitted Liens of the Company and its Subsidiaries. Except for the capital stock of, or other equity or voting interests in, its Subsidiaries, the Company does not own, directly or indirectly, any equity, membership interest, partnership interest, joint venture interest, or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for any of the foregoing, nor is it under any current or prospective obligation to form or participate in, provide funds to, make any loan, capital contribution, guarantee, credit enhancement or other investment in, or assume any liability or obligation of, any Person. The Company does not have any outstanding equity appreciation rights, phantom units or other equity equivalents or equity-based awards or rights that are valued in whole or in part with respect to any Subsidiary of the Company's subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neos Therapeutics, Inc.), Agreement and Plan of Merger (Aytu Bioscience, Inc)
Subsidiaries. All Section 5.4 of the outstanding shares MAF Disclosure Letter sets forth with respect to each Subsidiary of capital stock ofMAF (each, a “MAF Subsidiary”) the (i) name of the MAF Subsidiary, (ii) state of incorporation or organization of the MAF Subsidiary, (iii) the owners and their respective ownership interests in the MAF Subsidiary and (iv) the primary activities of the MAF Subsidiary and the primary activities the MAF Subsidiary is engaged in as of the date hereof. Each MAF Subsidiary is a savings bank, a corporation, a limited liability company or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly business entity or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation association duly organized, validly existing and in good standing (or the local Law equivalent) under the Laws of its respective jurisdiction of incorporation. Each of the Company's subsidiaries that incorporation or organization and is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, qualified to carry on its do business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, or foreign business entity or association in each jurisdiction where the character in which its ownership or lease of its properties owned or held under lease property or the nature of its activities the business conducted by it makes such qualification necessary, except where for such jurisdictions in which the failure to be so qualified would not have nor reasonably expected to have, individually or in the aggregate have aggregate, a Company Material Adverse Effect. Each of MAF Subsidiary has the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized requisite corporate power and authority to do businessown, lease and is in good standing, in each jurisdiction where the character of operate its properties and assets and to carry on its businesses as they are now being conducted. All outstanding shares of capital stock of each MAF Subsidiary are owned by MAF or held under lease or the nature a MAF Subsidiary and are validly issued, fully paid and nonassessable, are not subject to preemptive rights and are owned free and clear of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effectall Liens. Except as set forth in Section 4.2 hereof, there There are no outstanding subscriptions, options, warrants, subscriptions, calls, rights, convertible securities or any other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of any MAF Subsidiary obligating the Company or any of its subsidiaries MAF Subsidiary to issue, transfer deliver or sell sell, or cause to be issued, delivered or sold additional shares of its capital stock or obligating any securities of MAF Subsidiary to grant, extend or enter into any Company subsidiary. There are no votingsubscription, stockholder option, warrant, right, convertible security or other agreements similar agreement or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiariescommitment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National City Corp), Agreement and Plan of Merger (Maf Bancorp Inc)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each Section 3.2 of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by Parent Disclosure Schedule sets forth a description as of the Company, free and clear date hereof of all Liens. Except for the capital stock of the Company's subsidiaries and except Subsidiaries (as set forth defined in Section 4.3 9.5) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or Parent and each other ownership interest in any corporation, partnership, limited liability company, joint venture business, trust or other Person in which Parent or any of its Subsidiaries owns, directly or indirectly, an interest in the equity (other than publicly traded securities which constitute less than 5% of the outstanding securities of such series or class) including the name of each such Person and Parent's interest therein, and, as to each Subsidiary identified as a "Material Parent Entity" in Section 3.2 of the Parent Disclosure Schedule, a brief description of the principal line or lines of business conducted by each such entity. Each Except as set forth in Section 3.2 of the CompanyParent Disclosure Schedule, each of Parent's subsidiaries that Subsidiaries is a corporation is a corporation duly organized, validly existing and in good standing under the Laws laws of its jurisdiction state or county of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is organization, has all requisite organizational power and authority, and has been duly formed authorized by all necessary approvals and validly existing under the Laws of orders, to own, lease and operate its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, Assets and to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation , and is duly qualified as a foreign corporation and in good standing to do business, and is in good standing, business in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities makes business or the ownership or leasing of its Assets make such qualification necessary, except necessary other than in such jurisdictions where the failure to be so qualified would not individually or and in the aggregate good standing will not, when taken together with all other such failures, have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Parent Material Adverse Effect. Except as set forth in Section 4.2 hereof3.2 of the Parent Disclosure Schedule, all of the issued and outstanding shares of capital stock of each Subsidiary of Parent are validly issued, fully paid, nonassessable and 4 11 free of preemptive rights, are owned directly or indirectly by Parent free and clear of any liens, claims, encumbrances, security interests, equities, charges and options of any nature whatsoever ("Encumbrances") and there are no outstanding subscriptions, options, warrants, subscriptions, calls, rightscontracts, convertible securities voting trusts, proxies or other agreements commitments, understandings, restrictions, arrangements, rights or commitments warrants, including any right of conversion or exchange under any outstanding security, instrument or other agreement, obligating the Company or any of its subsidiaries such Subsidiary to issue, transfer deliver or sell any securities sell, or cause to be issued, delivered or sold, additional shares of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the its capital stock of the Company or obligating it to grant, extend or enter into any of the Company's subsidiariessuch agreement or commitment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kinder Richard D), Agreement and Plan of Merger (Morgan Associates Inc)
Subsidiaries. All UBSH and ANCX each represents and warrants to the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. that: Each of the Company's subsidiaries that its Subsidiaries (i) is a corporation is a corporation duly organized, validly existing and in good standing under the applicable Laws of its the jurisdiction of incorporation. Each of the Company's subsidiaries that in which it is a partnership incorporated or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries organized, (ii) has the full corporate power or the partnership power, as the case may be, and authority to carry on its business as it is now being conducted or presently proposed and to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do own, lease and operate its assets, properties and business, and (iii) is in good standing, duly licensed or qualified to do business in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would is not reasonably expected to have, either individually or in the aggregate have aggregate, a Company Material Adverse Effect. Each The outstanding shares of capital stock or equity interests of each of its Subsidiaries are validly issued and outstanding, fully paid and nonassessable and all such shares or equity interests are directly or indirectly owned by it free and clear of all liens, claims and encumbrances or preemptive rights of any Person. No rights are authorized, issued or outstanding with respect to the capital stock or equity interests of any of its Subsidiaries and there are no agreements, understandings or commitments relating to the right to vote or to dispose of the Company's subsidiaries capital stock or equity interests of any of its Subsidiaries. There are no restrictions on the ability of any of its Subsidiaries to pay dividends or distributions except, in the case of a Subsidiary that is a partnership regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposits of each of its Subsidiaries that is duly a bank are insured by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the maximum extent permitted by Law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to its Knowledge, threatened. A true and complete list of its direct and indirect Subsidiaries as of the date hereof is set forth in Section 3.2(b) of its Disclosure Letter that shows each Subsidiary’s jurisdiction of incorporation, each jurisdiction in which each Subsidiary is qualified as a foreign partnership authorized and/or licensed to do business, its form of organization, and lists the owner(s) and percentage ownership (direct or indirect) of each Subsidiary. True and complete copies of the Organizational Documents of each of its Subsidiaries that is in good standinga bank, in each jurisdiction where case as amended to the character date hereof and as in full force and effect as of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 date hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect have been made available to the voting of the capital stock of the Company or any of the Company's subsidiariesother party.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Union Bankshares Corp), Affiliate Agreement (Access National Corp)
Subsidiaries. All Schedule 5.6 sets forth the outstanding shares name of capital stock of, or other ownership interests in, each Subsidiary of the Company's subsidiaries have been validly , and with respect to each Subsidiary, its jurisdiction of organization, its authorized shares or other equity interests (if applicable), and the number of issued and outstanding shares or other equity interests and the record holders thereof. Other than as set forth on Schedule 5.6, (i) all of the outstanding equity securities of each Subsidiary of the Company are fully paid duly authorized and nonassessable validly issued, duly registered and such shares non-assessable (other than directors' qualifying shares if applicable), were offered, sold and similar interests) delivered in material compliance with all applicable securities Laws, and are owned directly or indirectly by the Company, Company or one of its Subsidiaries free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure ScheduleLiens (other than those, the Company does not ownif any, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes imposed by such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, Subsidiary’s Organizational Documents); (ii) there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings Contracts to which the Company or any of the Company's subsidiaries its Affiliates is a party or is bound with respect to the voting (including voting trusts or proxies) of the capital stock shares or other equity interests of any Subsidiary of the Company other than the Organizational Documents of any such Subsidiary; (iii) there are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Subsidiary of the Company is a party or which are binding upon any Subsidiary of the Company providing for the issuance or redemption of any shares or other equity interests or convertible equity interests in or of any Subsidiary of the Company; (iv) there are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Subsidiary of the Company; (v) no Subsidiary of the Company has any limitation on its ability to make any distributions or dividends to its equity holders, whether by Contract, Order or applicable Law; (vi) except for the equity interests of the Subsidiaries listed on Schedule 5.6, the Company does not own or have any rights to acquire, directly or indirectly, any shares or other equity interests of, or otherwise Control, any Person; (vii) none of the Company or its Subsidiaries is a participant in any joint venture, partnership or similar arrangement, and (viii) except as set forth on Schedule 5.6, there are no outstanding contractual obligations of the Company's subsidiariesCompany or its Subsidiaries to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Broad Capital Acquisition Corp), Agreement and Plan of Merger (Arisz Acquisition Corp.)
Subsidiaries. All 3.6.1. Section 3.6 of the Disclosure Schedule sets forth, the name and jurisdiction of organization of each of the Company Subsidiaries, the number of authorized and outstanding shares of capital stock of, or other ownership equity interests in, of each Company Subsidiary and the owner of such shares or interests (it being understood that any change in the information set forth on Section 3.6 of the Company's subsidiaries have been validly Disclosure Schedule following the date hereof that is permitted by the terms of this Agreement shall not be deemed to breach the foregoing representation). There are no outstanding options, warrants, calls, convertible securities, exchangeable securities, rights, puts, commitments or agreements of any character, written or oral, to which any Company Subsidiary is a party or by which it is bound providing for the issuance, delivery, sale, transfer, registration, disposition or acquisition, repurchase or redemption of any of such Company Subsidiary’s equity securities or obligating such Company Subsidiary to grant, extend or enter into any such option, warrant, call, convertible security, exchangeable security, right, put, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock or other similar rights with respect to any Company Subsidiary. Except as set forth on Section 3.6 of the Disclosure Schedule, all issued and outstanding shares of capital stock or other equity interests of each Company Subsidiary are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly owned beneficially and of record by the Company, free were and clear of are duly authorized, validly issued, fully paid and nonassessable, and have been issued in compliance with all Liensapplicable preemptive rights and securities Laws. Except for the capital stock Company Subsidiaries and any changes after the date hereof that are permitted by the terms of the Company's subsidiaries and except as set forth in Section 4.3 of this Agreement, neither the Company Disclosure Schedule, the nor any Company does not own, directly Subsidiary owns or indirectly, controls any capital stock equity security or other ownership interest in interest, or has the right to acquire any equity interests, of any other corporation, partnership, limited liability company, joint venture company or other business entity. Each of the Company's subsidiaries that Company Subsidiaries is a corporation is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each the Company's subsidiaries that is a corporation is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified organized, existing and in good standing would not not, individually or in the aggregate aggregate, have or be reasonably expected to have a Company Material Adverse Effect. Each of the Company's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of Subsidiaries has the Company's subsidiariesrequisite corporate power and authority to carry on its business as now being conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Select Medical Corp)
Subsidiaries. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of the Company's subsidiaries that is a corporation is a corporation duly organized’s “significant subsidiaries” (for purposes of this Agreement, validly existing and as defined in good standing 1-02(w) of Regulation S-X under the Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership Securities Act) has been duly incorporated or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of formation. Each of the Company's subsidiaries has the corporate power or the partnership powerorganized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to carry on own, lease and operate its properties and to conduct its business as it is now being conducted or presently proposed described in the Registration Statement and the Prospectus, except where the failure to be conductedso incorporated or organized, so validly existing, in such good standing, or to have such power or authority, would not reasonably be expected to result in a Material Adverse Change. Each of the Company's ’s significant subsidiaries that is a corporation is duly qualified as a foreign corporation corporation, partnership or limited liability company, as applicable, to do business, transact business and is in good standing, standing in each jurisdiction where in which such qualification is required, whether by reason of the character ownership or leasing of its properties owned or held under lease property or the nature conduct of its activities makes such qualification necessarybusiness, except where the failure to be so qualified or in such good standing would not individually or reasonably be expected to result in the aggregate have a Company Material Adverse EffectChange. Each All of the issued and outstanding capital stock or other equity or ownership interests of each of the Company's ’s significant subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through subsidiaries, and except as disclosed in the Registration Statement or the Prospectus, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding capital stock or equity interest in any significant subsidiary was issued in violation of preemptive or similar rights of any security holder of such significant subsidiary. The constitutive or organizational documents of each of the significant subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. The Company does not own or control, directly or indirectly, any corporation, association or other entity that is considered a partnership is duly qualified as a foreign partnership authorized significant subsidiary other than the subsidiaries listed in Exhibit 21 to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.2 hereof, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any securities of any Company subsidiary. There are no voting, stockholder or other agreements or understandings to which the Company or any of the Company's subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company or any of the Company's subsidiaries.’s most recent Annual Report on Form 10-K.
Appears in 2 contracts
Samples: Sales Agreement (Bed Bath & Beyond Inc), Bed Bath & Beyond Inc
