The Subsidiary Sample Clauses

The Subsidiary. EXECUTED as a DEED by [Name of Subsidiary] acting by Director ) [insert name of director] )

The Subsidiary. Oy, a corporation organized and existing under the laws of Finland, having its registered office in Xxxxxxxxxxx 0, 00000 Xxxxx.

The Subsidiary. Borrower Security Agreement shall for any reason fail to create or there shall otherwise cease to be in existence a valid and perfected first priority security interest in the collateral purported to be covered thereby (other than as a direct result of the release thereof by the Agent or the failure of the Agent to file a continuation statement) or the Subsidiary Borrower Security Agreement shall fail to remain in full force or effect or any action shall be taken to rescind or revoke the Subsidiary Borrower Security Agreement or to assert the invalidity or unenforceability of the Subsidiary Borrower Security Agreement or any term or provisions thereof.

The Subsidiary. The Subsidiary and each of the Subscriber, jointly and severally, hereby represent and warrant to the Corporation, as a material inducement to the Corporation's entry into this Agreement, that, except as specified on exhibit 2.2 annexed hereto and made a part hereof (the "Subsidiary's Warranty exceptions"), the following representations and warranties are, to the best of their knowledge, materially accurate: (1) Exhibit 2.2 (a) contains a complete and accurate list of all real and all personal property owned by the Subsidiary, tangible, intangible and inchoate (the term Subsidiary in the context of this Article being deemed to include all subsidiaries of the Subsidiary and sibling corporation's of the Subsidiary, the assets and operations of which are to be included among the subjects of this Agreement), and the principal terms of all patents, trademarks, copyrights, trade names, service marks, other intellectual property, franchises and licenses held by the Subsidiary for use in manufacture and sale of sporting goods or apparel, including identification of the licensor, the formulae for royalty or other payments thereunder, the expiration dates, and other terms of any extensions or renewals permitted thereunder;

The Subsidiary. (a) The Company is the sole legal and beneficial owner of the whole of the issued share capital of the Subsidiary free from all security interests, options, equities, claims or other third party rights (including, without limitation, rights of pre-emption) of any nature whatsoever, and all such shares are fully paid or properly credited as fully paid and there is no outstanding liability to pay any additional contributions on such shares.

The Subsidiary. (a) able2rent GmbH is a limited liability company with registered offices in Nuremberg, Germany, which was organized under the laws of Germany and is recorded in the commercial register (Handelsregister) of the Lower Court (Amtsgericht) of Nuremberg under registration number HRB 40067 (the “Subsidiary”). (b) The registered share capital (Stammkapital) of the Subsidiary equals EUR 200,000 and is divided into 200,000 shares with a par value (Nennbetrag) of EUR 1.00 each, having the consecutive numbers 1 – 200,000 pursuant to the shareholder list filed with the commercial register of Nuremberg dated December 8, 2021. (c) The Company holds, either directly or indirectly, 100,000 shares in the Subsidiary with a par value (Nennbetrag) of EUR 1.00 each, having the consecutive numbers 100,001 – 200,000 of the shareholder list to be filed with the commercial register of Nuremberg. The remaining 100,000 shares with a par value (Nennbetrag) of EUR 1.00 each, having the consecutive numbers 1 – 100,000 of the shareholder list to be filed with the commercial register of Nuremberg are owned by XXXX Vermögensverwaltungs GmbH, a company recorded in the commercial register (Handelsregister) of the Lower Court (Amtsgericht) of Nuremberg under registration number HRB 29506 (“XXXX”). No objection (Widerspruch) has been lodged against such shareholder list. In this Agreement, all shares which the Company holds in the Subsidiary are collectively referred to as the “Subsidiary Shares”, regardless of whether the number, nominal amounts and consecutive numbering of the shares or the registered share capital of the Subsidiary correspond to the aforementioned details. (d) Xxxx Xxxxxxxxxx is the sole registered managing director of the Subsidiary. The Subsidiary has not appointed persons holding registered power of attorney (Prokura). No other persons or companies are authorized to represent the Subsidiary, unless set forth in the commercial register. (e) The Company and the Subsidiary are herein also collectively referred to as the “TME Companies”, and each a “TME Company”.

The Subsidiary. The Subsidiary Nominee

The Subsidiary. The Subsidiary is the only subsidiary of the Company. The Subsidiary is not a "significant subsidiary" of the Company as such term is defined in Rule 1-02 of Regulation S-X.

The Subsidiary. (i) is a corporation duly incorporated and/or organized, validly existing and in good standing under the laws of the State of Delaware; (ii) has all requisite power and authority (corporate and other) to own, lease, operate or otherwise hold its properties, to conduct its business as currently conducted and as currently proposed to be conducted; and (iii) is duly licensed or qualified to do business as a foreign corporation and, to the knowledge of the Company, is in good standing in the States of Delaware and Maryland.

The Subsidiary. NAME: Pascall Electronics Limited -------------------------------------------------- ----------------------------------------------- COMPANY'S REGISTRATION NUMBER: 1316674 -------------------------------------------------- ----------------------------------------------- REGISTERED OFFICE: Intelek plc, XX Xxx 00 , Xxxxxxx, Xxxxxxxxx XX0 0XX -------------------------------------------------- ----------------------------------------------- AUTHORISED SHARE CAPITAL AMOUNT: (pound)100,000 DIVIDED INTO: 100,000 ordinary shares of (pound)1 each -------------------------------------------------- ----------------------------------------------- ISSUED SHARE CAPITAL AMOUNT: (pound)53,822 DIVIDED INTO: 53,822 ordinary shares of (pound)1 each -------------------------------------------------- ----------------------------------------------- REGISTERED SHAREHOLDERS: Intelek Plc - 1 Ordinary Pascall Electronic (Holdings) Ltd - 53,821 Ordinary -------------------------------------------------- ----------------------------------------------- BENEFICIAL OWNER OF SALE SHARES (IF DIFFERENT): N/A -------------------------------------------------- ----------------------------------------------- -------------------------------------------------- ----------------------------------------------- DIRECTORS AND SHADOW DIRECTORS: Xxxxxxx Down Xxxxx XxXxxxxxx Xxx Xxxxxx Xxxxx Xxxxxxx Xx Xxxxx Xxxxxxx -------------------------------------------------- ----------------------------------------------- SECRETARY: Xxxxx Xxxxxxx -------------------------------------------------- ----------------------------------------------- SCHEDULE 2 Intentionally Deleted SCHEDULE 3 COMPLETION