Subsidiary Interests Sample Clauses
Subsidiary Interests. All issued and outstanding shares of capital stock of each of the Company Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the other Company Subsidiaries are duly authorized and validly issued. There are no existing options, warrants, calls, subscriptions, convertible securities or other rights, agreements or commitments which obligate any Company Subsidiary (other than the Partnership OP Units disclosed pursuant to Section 4.3) to issue, transfer or sell any interests with respect to any Company Subsidiary. Except for the Partnership OP Units identified in Section 4.3(j) of the Company Disclosure Letter as being owned by a holder other than the Company, all issued and outstanding shares or other equity or voting interests of each Company Subsidiary are owned directly or indirectly by the Company free and clear of all liens, pledges, security interests, claims, call rights, options, right of first refusal, rights of first offer, agreements, limitations on the Company’s or any Company Subsidiary’s voting rights, charges or other encumbrances of any nature whatsoever.
Subsidiary Interests. All issued and outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. There are no existing options, warrants, calls, subscriptions, convertible securities or other rights, agreements or commitments which obligate any Parent Subsidiary to issue, transfer or sell any interests of any Parent Subsidiary. All issued and outstanding shares or other equity or voting interests of each Parent Subsidiary (other than Parent OP) are owned directly or indirectly by Parent OP free and clear of all liens, pledges, security interests, claims, call rights, options, right of first refusal, rights of first offer, agreements, limitations on Parent OP’s or any Parent Subsidiary’s voting rights, charges or other encumbrances of any nature whatsoever.
Subsidiary Interests. All issued and outstanding shares of capital stock of each of the Company Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the other Company Subsidiaries are duly authorized and validly issued. There are no existing options, warrants, calls, subscriptions, convertible securities or other rights, agreements or commitments which obligate any Company Subsidiary (other than the Partnership OP Units and Partnership Preferred Units disclosed pursuant to Section 4.3) to issue, transfer or sell any interests with respect to any Company Subsidiary. Except for the Partnership OP Units and Partnership Preferred Units identified in Section 4.3(j) of the Company Disclosure Schedule as being owned by a holder other than the Company, all issued and outstanding shares or other equity interests of each Company Subsidiary are owned directly or indirectly by the Company free and clear of all liens, pledges, security interests, claims, call rights, options, right of first refusal, rights of first offer, agreements, limitations on the Company’s or any Company Subsidiary’s voting rights, charges or other encumbrances of any nature whatsoever.
Subsidiary Interests. The Company does not own any Equity Interest of any Person, and the Company is not obligated to make any investment in or capital contribution to any Person.
Subsidiary Interests. The Company does not hold any share or other participation in a Subsidiary.
Subsidiary Interests. Subsidiary Jurisdiction of Formation 100% Owner (except as set forth below) Type of Equity Interest Number of Issued Shares
Subsidiary Interests. Subsidiary Jurisdiction of Formation 100% Owner (except as set forth below) Type of Equity Interest Number of Issued Shares RESTRICTED SUBSIDIARIES INFORMATION Entity Name Type of Organization Jurisdiction of Formation Foreign Qualification EIN Organizational Identification Number Chief Executive Office
Subsidiary Interests. All of the equity interests of each of the Subsidiaries of the Company are owned by the Company free and clear of any Encumbrance. The outstanding equity interests of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with all applicable securities laws and other applicable Legal Requirements and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities of such Subsidiaries. There are no options, warrants or other rights outstanding to subscribe for or purchase any securities of the Subsidiaries of the Company and such Subsidiaries are not subject to any Contract or Order under which any of such Subsidiaries is or may become obligated to sell or otherwise issue any securities. There are no preemptive rights applicable to any equity interests of any of the Subsidiaries of the Company.
Subsidiary Interests. At all times following the Closing, all of the equity interests of each of the Subsidiaries shall be certificated or otherwise represented in tangible form.
Subsidiary Interests. On the Signing Date and on the Closing Date:
(a) The Group Companies have been duly established and are validly existing under the laws of their respective jurisdiction.
(b) The Subsidiary Interests in the Group Companies as well as the shareholding in ZeKju GmbH (the “ZeKju Participation”) have been validly issued in compliance with applicable laws and are, directly or indirectly, held by the respective Group Companies as legal and beneficial owner as set out (also with respect to the percentage of shareholding) in Schedule 2(b).
(c) Except as provided for under the Financing Collateral, the Subsidiary Interests in the Group Companies and the ZeKju Participation are free from any third party rights and clear of any encumbrances (Belastungen), are validly issued and the contributions thereon (Einlagen) are fully paid up and have not been repaid or otherwise returned; there is no obligation to make additional contributions (Nachschusspflicht) on the Subsidiary Interests in the Group Companies.
(d) Except as set out in Schedule 2(d), there are no pre-emptive rights, options, voting arrangements or other rights of third parties to acquire the Subsidiary Interests in the Group Companies.
(e) With respect to the Subsidiary Interests in the Group Companies as well as the ZeKju Participation, the contributions are fully paid up and have not been repaid or returned, in whole or in part, whether open or disguised, directly or indirectly, and there are no additional contribution obligations. There are no agreements with or commitments towards third parties outside the Group, providing for the issuance of additional shares or equity interests in any Group Company or in ZeKju GmbH.