The Company and Subsidiaries Sample Clauses

The Company and Subsidiaries. The Disclosure Schedule completely and accurately lists and fully describes all Orders outstanding against the Company or any of its Subsidiaries. In addition, the Disclosure Schedule completely and accurately lists and fully describes each pending, and, to the Company's or the Seller's knowledge, each threatened, Legal Proceeding that has been commenced, brought or asserted by (i) the Company or any of its Subsidiaries, as the case may be, against any Person or (ii) any Person against the Company or any of its Subsidiaries, as the case may be. Neither the Company nor the Seller has knowledge of the existence of any fact, event, condition or circumstance that could reasonably be expected to give rise to the commencement of any Legal Proceeding or the entering of any Order against either the Company or any of its Subsidiaries by any Person.
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The Company and Subsidiaries. (a) Schedule 5.4(a) of the Disclosure Schedule sets forth the name of the Company and each of the Subsidiaries, and, with respect to the Company and each of the Subsidiaries, its registered number, its date of incorporation, its registered office, its directors and secretary, the jurisdiction in which it is incorporated or organized, the number of shares of its authorized capital stock, the number and class of shares thereof duly issued and outstanding, the names of all stockholders or other equity owners and the number of shares of stock owned by each stockholder or the amount of equity owned by each equity owner. Each allotted and issued share of each Subsidiary is legally and beneficially owned by the Company or a Subsidiary and all such shares have been properly issued and allotted and are fully paid or credited as fully paid. The shares in each Subsidiary are free from any Lien and there is no agreement or commitment outstanding to create a Lien in relation to any unissued shares in a Subsidiary in favor of any other person, and no claim has been made by any person to be entitled to any. The outstanding shares of capital stock or equity interests of the Company and each of the Subsidiaries are validly issued, fully paid and non-assessable and were not issued in violation of any preemptive or similar rights. All such shares or other equity interests represented as being owned by the Company or any of the Subsidiaries are owned by them free and clear from any Lien. No shares of capital stock are held by the Company or any of the Subsidiaries as treasury stock. There is no existing option, warrant, call, right or Contract to which the Company or any Subsidiary is a party requiring, and there are no convertible securities of the Company or any of the Subsidiaries outstanding which upon conversion would require, the issuance of any shares of capital stock or other equity interests of the Company or any of the Subsidiaries or other securities convertible into shares of capital stock or other equity interests of the Company or any of the Subsidiaries. The Company does not own, directly or indirectly, any capital stock or equity securities of any Person other than the Subsidiaries.
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The Company and Subsidiaries jointly and severally agree to indemnify Indemnitee for, and hold Indemnitee harmless from and against, any Losses or Expenses at any time incurred by or assessed against Indemnitee arising out of or in connection with the service of Indemnitee as a director or officer of the Company or of an Affiliate (collectively referred to as an "Officer or Director of the Company") to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification. Without diminishing the scope of the indemnification provided by this Section, the rights of indemnification of Indemnitee provided hereunder shall include but shall not be limited to those rights set forth hereinafter.
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The Company and Subsidiaries. SELECTED CONSOLIDATED FINANCIAL INFORMATION (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) THREE MONTHS ENDED YEAR ENDED -------------------------- ---------------------------------------- APRIL 3, APRIL 4, JANUARY 2, JANUARY 3, DECEMBER 28, 1999 1998 1999 1998 1996 ------------ ------------ ------------ ------------ ------------ (UNAUDITED) Statement of Income Data: Operating Revenues............................. $ 183,784 $ 171,800 $ 724,948 $ 667,374 $ 563,913 Transportation Costs........................... 162,334 151,242 636,745 582,843 489,292 ------------ ------------ ------------ ------------ ------------ Net Revenues................................... 21,450 20,558 88,203 84,531 74,621 Operating Expenses Salaries and related costs................... 5,099 4,468 18,118 17,894 16,501 Selling, general and administrative expenses................................... 12,925 13,340 53,496 54,279 47,915 Total operating expenses..................... 18,024 17,808 71,614 72,173 64,416 Operating Income............................... 3,426 2,750 16,589 12,358 10,205 Interest and Other (Income)/Expense, Net....... (385) (55) 372 (359) 253 ------------ ------------ ------------ ------------ ------------ Income Before Provision for Income Taxes....... 3,811 2,805 16,217 12,717 9,952 Provision for Income Taxes..................... 1,543 1,178 6,649 5,341 4,180 ------------ ------------ ------------ ------------ ------------ Net Income................................... $ 2,268 $ 1,627 $ 9,568 $ 7,376 $ 5,772 Net Income per Common Share:..................... $ 0.25 $ 0.18 $ 1.07 $ 0.80 $ 0.63 Net Income per Common Share, Assuming Dilution:............................. $ 0.24 $ 0.17 $ 1.01 $ 0.76 $ 0.60 Average Common Shares and Equivalents Outstanding: Basic.......................................... 8,955 8,939 8,930 9,185 9,211 Diluted........................................ 9,411 9,467 9,449 9,699 9,616 Balance Sheet Data: Working Capital................................ 28,571 18,480 25,381 17,860 20,030 Total Assets................................... 117,513 98,840 123,068 108,010 93,597 Long-Term Obligations.......................... 651 876 712 945 601 Shareholders' Investment....................... 43,577 33,778 41,243 32,122 30,038 Except as otherwise noted in this Offer to Purchase, all of the information with respect to the Company set forth in this Offer to Purchase has been derived from publicly available information. Although Ocean Group, Parent and Purc...
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The Company and Subsidiaries. 4.1 The Company is duly incorporated and validly exists under the law of its place of incorporation.
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Related to The Company and Subsidiaries

  • Reorganization of Company and Subsidiaries The existence of the Restricted Stock shall not affect in any way the right or power of Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of Company or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the shares of Restricted Stock or the rights thereof, or the dissolution or liquidation of Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

  • Capitalization of the Company and its Subsidiaries (a) The authorized capital stock of the Company consists of: (i) 250,000,000 Shares, of which 70,218,397 Shares were issued and outstanding and 3,052 shares of which were held in the Company's treasury, in each case, as of the close of business on May 21, 1999, and (ii) 10,000,000 shares of preferred stock, par value $.001 per share, no shares of which are outstanding. All of the issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, non-assessable and free of preemptive rights. As of May 21, 1999, 5,176,485 Shares were issuable pursuant to awards that have been granted under the Directors Restricted Stock Plan, the Option Plan and the Directors' Option Plan. Except for the Company Rights and as set forth above, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries, and no obligations of the Company or its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Company Securities"). There are no outstanding obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or to which it is bound relating to the voting of any shares of capital stock of the Company.

  • Affiliates and Subsidiaries Borrower's affiliates and subsidiaries (those entities in which Borrower has either a controlling interest or at least a 25% ownership interest) and their addresses, and the names of Borrower's principal shareholders, are as provided on a schedule delivered to Bank on or before the date of this Agreement.

  • Company Predecessor and Subsidiaries The Company makes each of the representations contained in Sections 5(a), (b), (c), (d), (e), (f), (h), (j), (k), (l), (o), (p), (r), (s) and (t) of this Agreement, as same relate or could be applicable to each Subsidiary. All representations made by or relating to the Company of a historical or prospective nature and all undertakings described in Section 9 shall relate, apply and refer to the Company and Subsidiaries and their predecessors and successors.

  • Company Subsidiaries As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

  • Good Standing of the Company and its Subsidiaries The Company and each of its subsidiaries have been duly incorporated or organized, as the case may be, and each is validly existing as a corporation or other entity, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, as applicable, and has the corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Company and its subsidiaries is duly qualified as a foreign corporation or entity, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or equity interest of each subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.

  • GROUP COMPANIES Guangzhou Yatsen Ecommerce Co., Ltd. (广州逸仙电子商务有限公司) (Seal) By: /s/ Xxxxxxx Xxxxx Name: XXXXX Xxxxxxx (黄锦峰) Title: Legal Representative Guangzhou Yatsen Cosmetic Co., Ltd. (广州逸仙化妆品有限公司) (Seal) By: /s/ Xxxxx Xxxx Name: XXXX Xxxxx (陈宇文) Title: Legal Representative Huizhi Weimei (Guangzhou) Commercial and Trading Co., Ltd. (汇智为美（广州）商贸有限公司) (Seal) By: /s/ Xxxxxxx Xxxxx Name: XXXXX Xxxxxxx (黄锦峰) Title: Legal Representative Perfect Diary Cosmetics (Guangzhou) Co., Ltd. (完美日记化妆品(广州)有限公司) (Seal) By: /s/ Xxxxxxx Xxxxx Name: XXXXX Xxxxxxx (黄锦峰) Title: Legal Representative [Signature Page to the Share Purchase Agreement –Yatsen Holding Limited]

  • Investments and Subsidiaries The Borrower will not make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person or Affiliate, including any partnership or joint venture, nor purchase or hold beneficially any stock or other securities or evidence of indebtedness of any other Person or Affiliate, except:

  • Merger Subsidiaries Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a) or (b), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

  • Parent Subsidiaries (a) All the outstanding shares of capital stock or voting securities of, or other equity interests in, each Parent Subsidiary have been validly issued and are fully paid and nonassessable and are owned by Parent, by another Parent Subsidiary or by Parent and another Parent Subsidiary, free and clear of all material pledges, liens, charges, mortgages, deeds of trust, rights of first offer or first refusal, options, encumbrances and security interests of any kind or nature whatsoever (collectively, with covenants, conditions, restrictions, easements, encroachments, title retention agreements or other third party rights or title defect of any kind or nature whatsoever, “Liens”), and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities laws.

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