Common use of Wholly-Owned Subsidiaries Clause in Contracts

Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Parent with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent and any such transactions are expressly permitted by this Article 10.

Appears in 9 contracts

Samples: Share Exchange Agreement, Voting and Exchange Trust Agreement (Future Energy Corp.), Certificate of Designation (Future Energy Corp.)

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Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Parent with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent and any such transactions are expressly permitted by this Article 103.

Appears in 8 contracts

Samples: Share Exchange Agreement, Share Exchange Agreement (Future Energy Corp.), Exchangeable Share Support Agreement (Future Energy Corp.)

Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Parent with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent and any such transactions are expressly permitted by this Article 10.

Appears in 3 contracts

Samples: Escrow Agreement (MIGENIX Inc.), Agreement and Plan of Merger and Reorganization (MIGENIX Inc.), Voting and Exchange Trust Agreement (Broadcom Corp)

Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary Subsidiary of the Parent with or into the Parent or the winding-winding up, liquidation or dissolution of any wholly-owned subsidiary Subsidiary of the Parent provided that all of the assets of such subsidiary Subsidiary are transferred to the Parent or another wholly-owned direct or indirect subsidiary Subsidiary of Parent the Parent, and any such transactions are expressly permitted by this Article 1011.

Appears in 2 contracts

Samples: Voting, Support and Exchange Trust Agreement (Voice Mobility International Inc), Voting, Support and Exchange Trust Agreement (Veritas Software Corp /De/)

Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-wholly owned direct or indirect subsidiary of the Parent with or into the Parent or the winding-up, liquidation or dissolution of any wholly-wholly owned subsidiary of the Parent provided that all of the assets of such subsidiary are transferred to the Parent or another wholly-wholly owned direct or indirect subsidiary of the Parent and any such transactions are expressly permitted by this Article 106.

Appears in 2 contracts

Samples: Voting and Exchange Agreement (Caldera Corp /Fl/), Voting and Exchange Agreement (Caldera Corp /Fl/)

Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing (i) the amalgamation or merger or sale of any wholly-owned direct or indirect subsidiary of the Parent with or into Parent the Parent, or (ii) the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent the Parent, provided that all of the assets of such subsidiary are transferred to the Parent or another wholly-owned direct or indirect subsidiary of Parent and any such transactions are expressly permitted by this Article 10the Parent.

Appears in 2 contracts

Samples: Share Exchange Agreement (Big Flash Corp), Share Exchange Agreement (Big Flash Corp)

Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of the Parent with or into the Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of the Parent provided that all of the assets of such subsidiary are transferred to the Parent or another wholly-owned direct or indirect subsidiary of the Parent and any such transactions are expressly permitted by this Article 1011.

Appears in 2 contracts

Samples: Voting and Exchange Trust Agreement (Learning Co Inc), Voting and Exchange Trust Agreement (Silicon Graphics Inc /Ca/)

Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-wholly owned direct or indirect subsidiary of Parent with or into Parent or the winding-winding up, liquidation or dissolution of any wholly-wholly owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-wholly owned direct or indirect subsidiary of Parent and any such transactions are expressly permitted by this Article 10.

Appears in 1 contract

Samples: Arrangement Agreement (Ad.Venture Partners, Inc.)

Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Parent with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent Parent, and any such transactions are expressly permitted by this Article 10.3. ARTICLE IV

Appears in 1 contract

Samples: Support Agreement (Pri Automation Inc)

Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of the Parent with or into the Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of the Parent provided that all of the assets of such subsidiary are transferred to the Parent or another wholly-owned direct or indirect subsidiary of the Parent and any such transactions are expressly permitted by this Article 103.

Appears in 1 contract

Samples: Exchangeable Share Support Agreement (Quest Solution, Inc.)

Wholly-Owned Subsidiaries. Nothing Except as provided in section 5.10, nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary Subsidiary of the Parent with or into the Parent or the winding-winding up, liquidation or dissolution of any wholly-owned subsidiary Subsidiary of the Parent provided that all of the assets of such subsidiary Subsidiary are transferred to the Parent or another wholly-owned direct or indirect subsidiary Subsidiary of Parent the Parent, and any such transactions are expressly permitted by this Article 1011.

Appears in 1 contract

Samples: Voting, Support and Exchange Trust Agreement (Smithfield Foods Inc)

Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Parent with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent Parent, and any such transactions are expressly permitted by this Article 10.11. ARTICLE 12

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Pri Automation Inc)

Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Parent with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent and any such transactions are expressly permitted by this Article 105.

Appears in 1 contract

Samples: Exchange Agreement (Nexsan Corp)

Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Parent with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent Parent, and any such transactions are expressly permitted by this Article 1011.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Pri Automation Inc)

Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of the Parent with or into the Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of the Parent provided that all of the assets of such subsidiary are transferred to the Parent or another wholly-owned direct or indirect subsidiary of the Parent and any such transactions are expressly permitted by this Article 10.12. 21

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Autodesk Inc)

Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Parent with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent and that any such transactions are expressly permitted by comply with this Article 10.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Cubist Pharmaceuticals Inc)

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Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of the Parent with or into the Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of the Parent provided that all of the assets of such subsidiary are transferred to the Parent or another wholly-owned direct or indirect subsidiary of the Parent and any such transactions are expressly permitted by this Article 10ARTICLE 12.

Appears in 1 contract

Samples: Exchange and Voting Trust Agreement (Peress Sass)

Wholly-Owned Subsidiaries. Nothing herein shall will be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Parent with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent and any such transactions are expressly permitted by this Article 105.

Appears in 1 contract

Samples: Arrangement Agreement (Schmitt Industries Inc)

Wholly-Owned Subsidiaries. Nothing Except as provided in Section 5.10, nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary Subsidiary of the Parent with or into the Parent or the winding-winding up, liquidation or dissolution of any wholly-owned subsidiary Subsidiary of the Parent provided that all of the assets of such subsidiary Subsidiary are transferred to the Parent or another wholly-owned direct or indirect subsidiary Subsidiary of Parent the Parent, and any such transactions are expressly permitted by this Article 1011.

Appears in 1 contract

Samples: Voting, Support and Exchange Trust Agreement (Cr Resorts Capital S De R L De C V)

Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary Subsidiary of the Parent with or into the Parent or the winding-winding up, liquidation or dissolution of any wholly-owned subsidiary Subsidiary of the Parent provided that all of the assets of such subsidiary Subsidiary are transferred to the Parent or another wholly-owned direct or indirect subsidiary Subsidiary of Parent the Parent, and any such transactions are expressly permitted by this Article 100.

Appears in 1 contract

Samples: Voting, Support and Exchange Trust Agreement (Planet411 Com Inc)

Wholly-Owned Subsidiaries. Nothing Except as provided in Section 5.10, nothing herein shall be construed as preventing the amalgamation or merger consolidation of any wholly-owned direct or indirect subsidiary Subsidiary of the Parent with or into the Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary Subsidiary of Parent the Parent, provided that all of the assets of such subsidiary Subsidiary are transferred to the Parent or another a wholly-owned direct or indirect subsidiary Subsidiary of Parent and any such transactions are expressly permitted by this Article 10the Parent.

Appears in 1 contract

Samples: Combination Agreement (Electronic Retailing Systems International Inc)

Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of the Parent with or into the Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of the Parent provided that all of the assets of such subsidiary are transferred to the Parent or another wholly-owned direct or indirect subsidiary of the Parent and any such transactions are expressly permitted by this Article 1012.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Discreet Logic Inc)

Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any direct or indirect wholly-owned direct or indirect subsidiary Subsidiary of the Parent with or into the Parent or the winding-up, liquidation or dissolution of any direct or indirect wholly-owned subsidiary Subsidiary of Parent the Parent, provided that all of the assets of such subsidiary Subsidiary are transferred to the Parent or another direct or indirect wholly-owned direct or indirect subsidiary Subsidiary of Parent the Parent, and any such transactions are expressly permitted by this Article 103.

Appears in 1 contract

Samples: Support Agreement (Cybin Inc.)

Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Parent with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent Parent, and any such transactions are expressly permitted by this Article 103.

Appears in 1 contract

Samples: Support Agreement (Pri Automation Inc)

Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-wholly- owned direct or indirect subsidiary of Parent with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent and any such transactions are expressly permitted by this Article 103.

Appears in 1 contract

Samples: Support Agreement (Internet Food Co Inc)

Wholly-Owned Subsidiaries. Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-wholly owned direct or indirect subsidiary of Parent (other than Purchaser or Canco) with or into Parent or the winding-winding up, liquidation or dissolution of any wholly-wholly owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-wholly owned direct or indirect subsidiary of Parent and any such transactions are expressly permitted by this Article 103.

Appears in 1 contract

Samples: Arrangement Agreement (Ad.Venture Partners, Inc.)

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