The Subsidiaries of the Company listed in Part 1 of Schedule 1 (The Original Parties) as original guarantors (together with the Company, the “Original Guarantors”);
The Subsidiaries of the Borrower listed in Part I of Schedule 1 as guarantors (the "Guarantors");
The Subsidiaries. (a) The Company does not have any subsidiary undertakings other than the Subsidiaries. Each of the Subsidiaries is a wholly-owned subsidiary of the Company (unless otherwise indicated in schedule 3) and each of the shares of each such company has been properly allotted and issued and is fully paid or credited as fully paid.
(b) There is no Encumbrance in relation to any of the shares or unissued shares in the capital of any of the Subsidiaries. No person has claimed to be entitled to an Encumbrance in relation to any of the shares of any of the Subsidiaries and no Group Company is under any obligation (whether actual or contingent) to sell, charge or otherwise dispose of any shares in any of the Subsidiaries or any interest therein to any person.
(c) Other than this agreement, there is no agreement, arrangement or obligation requiring the creation, allotment, issue, sale, transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allotment, issue, sale, transfer, redemption or repayment of, a share in the capital of any of the Subsidiaries (including an option or right of pre-emption or conversion).
(d) The Company does not own any shares or stock in the capital of nor does it have any beneficial or other interest in any company or business organisation other than the Subsidiaries nor does the Company control or take part in the management of any other company or business organisation.
The Subsidiaries. 3.1 The Company’s assets are, generally, held through wholly owned subsidiaries.
3.2 The Company’s subsidiaries as of the date hereof are listed in Schedule 1 hereto and are parties to the Agreement. If and when a Subsidiary is sold or liquidated, this Agreement shall terminate in relation to such Subsidiary without further notice. If a new subsidiary (in this context defined as a wholly owned subsidiary of the Company) is incorporated or otherwise acquired by the Company, whether directly or indirectly, it shall be deemed to have acceded to this Agreement as a “Subsidiary”) at such time. The Parties agree, for documentary purpose, to update Schedule 1 in relation to subsidiaries acquired, liquidated or divested by the Company at regular intervals.
3.3 The Manager shall, on matters of particular importance to a Subsidiary, keep such Subsidiary’s board of directors informed (while reporting to the Board). Final decisions in such matters shall be taken by the board of directors of such Subsidiary.
The Subsidiaries. The Company has one fully owned, immediate subsidiary named Logistri Portfolio 1 AB (publ), corporate identification number 559124-1574. Logistri Portfolio 1 AB (publ) was registered with the Swedish Companies Registration Office on 5 September 2017 and has seven fully owned and immediate subsidiaries, with corporate identification number 559125-7547, 559125-7554, 559125-7521, 559125-7539, 559125-7588, 559125-7596 and 559125-7562, all Swedish limited liability companies, registered with the Swedish Companies Registration Office on 4 September 2017. The registered address of each of the Subsidiaries is P.O. 0000, XX-000 00 Xxxxxxxxx. The objects of the Subsidiaries are to own and manage immovable (Sw. Fast egendom) properties or manage companies which directly or indirectly own immovable properties and, obtain financing for its business and conduct business related thereto. The immediate subsidiaries of Logistri Portfolio 1 AB (publ), are the direct or indirect owners of each of the Targets. All Targets, except for LP1 Olofström Holje 103:9 KDÄ AB, LP1 Tingsryd Tingsryd 3:14 KDÄ AB and the partnerships (Holje Industrihus i Olofström Fastighets KB and Tingsryd 3:14 KB), will merge into each buying subsidiary post Closing of the Transaction. Logistri Portfolio 1 AB (publ) is the borrower under the Bonds. The Share Purchase Agreement for the acquisition of the Targets was entered into on 29 September 2017, with the Vendor as seller and the subsidiaries of Logistri Portfolio 1 AB (publ) as purchasers.
The Subsidiaries of the Parent listed in Part 1 of Schedule 1 as original guarantors (together with the Parent, the Original Guarantors);
The Subsidiaries. 45 SCHEDULE 9.................................................................. 47
The Subsidiaries. (1) Schedule 3.03 correctly identifies the name of each of the SUBSIDIARIES, the state of its incorporation, its authorized shares, the number of such shares duly issued and outstanding, and the holder of all such shares. SELLER owns all of the issued and outstanding shares of ACIC and of SHELBY which, collectively, constitute the SHARES; ACIC owns all of the issued and outstanding shares of MOUND AGENCY; MOUND AGENCY owns all of the issued and outstanding Class B shares of MOUND OHIO; Xxxxxx X. Xxxxxxx owns all of the issued and outstanding Class A shares of MOUND OHIO; and SHELBY owns all of the issued and outstanding shares of AFFIRMATIVE, INSURA and SHELBY FINANCIAL, in each case free and clear of any LIEN. There are no outstanding options, warrants, subscriptions, calls, agreements, convertible securities, unsatisfied preemptive rights, or other agreements, commitments, rights or claims of any sort whatsoever pursuant to which any of the SUBSIDIARIES is or may become obligated to issue, sell, purchase or redeem any of its authorized shares. Except for ownership or interest by reason of securities held in its investment portfolio, none of the SUBSIDIARIES has any direct or indirect ownership interest, by way of stock ownership or otherwise, in any corporation, association, joint venture or other business enterprise or other entity. The outstanding shares of each of the SUBSIDIARIES are duly authorized, validly issued, fully paid and nonassessable, and were not issued in violation of the preemptive rights of any PERSON or of any agreement, law or regulation by which the issuer thereof was bound at the time of issuance.
(2) SELLER has furnished to PURCHASER copies of the certificate or articles of incorporation, by-laws and regulations (or comparable documents) of each of the SUBSIDIARIES, all of which documents are true and complete.
(3) The minute books of each of the SUBSIDIARIES accurately reflect all actions taken at all meetings, and all consents and actions taken in writing in lieu of meetings, of and by its shareholders and directors since the date when it became an AFFILIATE of ANTHEM. All actions taken by the SUBSIDIARIES requiring the approval of the Board of Directors or the shareholders, as the case may be, have been so approved.
The Subsidiaries of the Borrower party hereto as Guarantors (the “Guarantors”);
The Subsidiaries. The board of directors of each of the Subsidiaries (including any subsidiaries of a Subsidiary), but excluding the Japan Subsidiary, shall consist of the same persons as directors as those of the Company, and such directors shall be appointed and removed by the appointing parties in the same manner, if permitted under the laws of the jurisdiction of such Subsidiary, as provided for the Board in Section 1.2 above.
