Transferred Subsidiaries. (a) Section 3.3 of the Seller Disclosure Letter sets forth for each Transferred Subsidiary: (i) its authorized capital stock; (ii) number and type of its issued and outstanding shares of capital stock, partnership interests or similar ownership interests; and (iii) the current ownership of such shares, partnership interests or similar ownership interests. All of the Transferred Shares are validly issued, fully paid and nonassessable. None of the Transferred Shares were issued in violation of any preemptive rights and there are no options, warrants, convertible securities, rights of first refusal or first offer or other rights, agreements, arrangements or commitments relating to the Transferred Shares or obligating either Seller, Selling Subsidiaries or Transferred Subsidiaries to issue or sell any Transferred Shares, or any other interest in, the Transferred Subsidiaries. There are no outstanding Contracts of the Transferred Subsidiaries to repurchase, redeem or otherwise acquire any shares of common stock or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Transferred Shares constitute all of the issued and outstanding capital stock of the Transferred Subsidiaries and are owned of record and beneficially by Seller or a Selling Subsidiary free and clear of all Encumbrances other than any Encumbrances that will be released at Closing. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Transferred Shares.
Transferred Subsidiaries. Prior to Closing, Parent shall and shall cause its Subsidiaries to:
Transferred Subsidiaries. (a) Schedule 3 hereto sets forth a true and complete list of all Transferred Subsidiaries, listing for each Transferred Subsidiary its name, type of entity, the jurisdiction and date of its incorporation or organization, its authorized capital, partnership capital or equivalent, the number and type of its issued and outstanding shares or other securities, partnership interests or similar ownership interests and the ownership of such shares, partnership interests or similar ownership interests.
Transferred Subsidiaries. (a) As of the Effective Time, (i) Spinco or another Transferred Subsidiary will own, directly or indirectly, all equity interests in the Transferred Subsidiaries (other than Spinco), in substantially the manner set forth in Section 4.03(a) of the TDCC Disclosure Letter, in each case, free and clear of all Encumbrances other than restrictions imposed by applicable securities Laws; (ii) all equity interests in the Transferred Subsidiaries will have been duly authorized, validly issued, fully paid and non-assessable; and (iii) there will be no outstanding options, warrants, convertible debt, other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the equity interests in the Transferred Subsidiaries.
Transferred Subsidiaries. (a) Section 2.4(a) of the Seller Disclosure Letter contains a complete and accurate list (i) of the Transferred Subsidiaries, including, for each of such Transferred Subsidiaries, (w) its name, (x) its jurisdiction of organization, (y) all issued and outstanding shares of capital stock of such Transferred Subsidiaries (such interests, collectively, the “Transferred Subsidiaries Interests”) and (z) the holder of record of each of the Transferred Subsidiary Interests and (ii) the Joint Venture and any other minority investment or other equity interests held by any Transferred Subsidiary or otherwise primarily related to the Business, including (w) its name, (x) its jurisdiction of organization, (y) the shares of capital stock or other equity interests held by Seller or its Controlled Affiliates and (z) the holder of record of such shares or other equity interests.
Transferred Subsidiaries. (a) Each Transferred Subsidiary is a legal entity duly organized, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its organization or incorporation, which are set forth in Section 3.04(a) of the Disclosure Schedule. Each Transferred Subsidiary has the requisite corporate (or similar organizational) power and authority and possesses all permits, licenses, franchises, exemptions of, approvals or authorizations from any Governmental Entity (“Permits”) necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to carry on its business as currently conducted and as contemplated to be conducted, other than such Permits the lack of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Prior to the date hereof, complete and correct copies of the organizational documents of each Transferred Subsidiary have been made available to Purchaser and such organizational documents remain in full force and effect as of the date hereof.
Transferred Subsidiaries. The Company represents and warrants as to each of the Transferred Subsidiaries as follows:
Transferred Subsidiaries. Prior to the Closing, Seller shall convert Bucksport Leasing Company into a Delaware limited liability company in accordance with Section 266 of the Delaware General Corporation Law; provided, however, that Buyer shall bear the filing fees and legal expenses incurred by Seller associated with such conversions. Seller shall not make an election pursuant to Treasury Regulation Section 301.7701-3 with respect to Bucksport Leasing Company to be classified as an association taxable as a corporation for U.S. federal Income Tax purposes.
Transferred Subsidiaries. (a) Each Transferred Subsidiary is duly organized and validly existing under the laws of its jurisdiction of organization and has all requisite organizational powers.
Transferred Subsidiaries. Original stock certificates (if available) relating to those subsidiaries transferred to the FDIC Manager listed on Exhibit 3.1(g) attached hereto (the "Transferred Subsidiaries"), which shall be the only subsidiaries transferred to the FDIC Manager; provided, however, that the stock transfer documents regarding the Quitclaim Subsidiaries as set forth on Exhibit 3.1(g) attached hereto (the "Quitclaim Subsidiaries") shall only quitclaim any interest Guaranty may have therein; (h)
