Examples of Company Subsidiary Shares in a sentence
All of the issued and outstanding Company and Company Subsidiary Shares have been duly authorized, are validly issued, fully paid, and nonassessable, and are held of record by the respective Sellers as set forth in Section 2(d) of the Disclosure Schedule.
Other than this Agreement, there is no agreement between either the Company or the Stockholders and any other Person with respect to the disposition of the Company Subsidiary Shares or otherwise relating to the Company Subsidiary Shares.
The Company Subsidiary Shares are free and clear of all Liens and the Company has full voting power over all of the Company Subsidiary Shares, subject to no proxy, stockholders’ agreement, voting trust or other agreement relating to the voting of any of the Company Subsidiary Shares.
Schedule 3.5 sets forth (a) the name and jurisdiction of incorporation, formation, or organization (as applicable) of each of the Company Subsidiaries and (b) the number of authorized, issued, and outstanding Equity Interests of each of the Company Subsidiaries (collectively, the “Company Subsidiary Shares”), the names of the holder(s) of record thereof and the number of Company Subsidiary Shares held by each such holder.
The Acquired Company has good and valid title to all the outstanding shares of capital stock of each of its subsidiaries (the "Acquired Company Subsidiary Shares"), free and clear of all Liens, except for such Liens as are set forth in Schedule 2.05.
Except as set forth in Section 3.1(b)(v) of the Seller’s Disclosure Letter, there are no certificated or uncertificated Acquired Company Shares or Acquired Company Subsidiary Shares.
Section 3.2(b) Company Subsidiary Shares.................................................
As of the Company Merger Effective Time, all Company Shares issued and outstanding immediately prior to the Company Merger Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Company Share (other than Excluded Shares and any Company Subsidiary Shares, if any) shall cease to have any rights with respect to such interest, except the right to receive the Per Company Share Merger Consideration, without interest.
None of the Acquired Company Shares or the Acquired Company Subsidiary Shares were issued in violation of any agreement, arrangement or commitment to which any of Sellers, the Acquired Company or the Acquired Company Subsidiaries is or was a party or otherwise bound or is or was subject to or in violation of any preemptive or similar rights of any Person.
There are no irrevocable proxies or similar obligations with respect to any of the Company Subsidiary Shares and, except as set forth on Schedule 3.3, all of the Company Subsidiary Shares are owned by the Company free and clear of all liens, claims, charges, encumbrances or security interests (collectively, "Liens") with respect thereto.