Acquired Companies Sample Clauses

Acquired Companies. “Acquired Companies” shall mean the Company and each of its Subsidiaries, collectively.
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Acquired Companies. Except as set forth Section 2.5(a) of the Disclosure Letter, as of the date hereof, all of the issued and outstanding Equity Securities of each of the Acquired Companies, which consist solely of membership interests (w) owned beneficially and of record by RCS Holdings, free and clear of any Liens, (x) have been validly issued, (y) have not been issued in violation of any preemptive or similar rights and (z) have been issued in compliance with applicable securities laws or exemptions therefrom. Upon the Closing, RCS Holdings will transfer and deliver to Apollo good and valid title to the Acquired Interests, free and clear of any Lien (other than Liens arising as a result of this Agreement or under applicable securities laws), and Apollo will own the Acquired Interests, beneficially and of record, free and clear of any Lien (other than Liens arising as a result of this Agreement or under applicable securities laws) and will be duly admitted as the sole member of each Acquired Company. There are no outstanding securities convertible into or exchangeable or exercisable for any Equity Securities of any of the Acquired Companies, any rights to subscribe for or to purchase, or any agreements providing for the issuance (contingent or otherwise) of any Equity Securities of any Acquired Company or any rights to receive payments based on the value of, or payments in respect of, any Equity Securities of any Acquired Company. There are no voting trusts, rights of first refusal, rights of first offer, limited liability company agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any Equity Securities of or any other interests in any of the Acquired Companies.
Acquired Companies. To the best knowledge of the Company, the representations and warranties made by each of the Acquired Companies (as defined in Section 9) and the selling stockholders in the respective agreements pursuant to which the Company or another Subsidiary acquired the Acquired Companies did not as of the respective dates thereof contain any inaccuracies that would, singly or in the aggregate, have a Material Adverse Effect.
Acquired Companies. Notwithstanding the foregoing, TSR for any Acquired Company (as defined in Section 2.6, below) will be a percentage equal to the difference between (x) the product of (I) 100% plus the “Independent Period TSR” (as defined below) multiplied by (II) 100% plus the “Index Return” (as defined below), minus (y) 100%.
Acquired Companies. Seller or one of its Affiliates is the lawful record owner of the Equity Interests of the Acquired Companies, which ownership is free and clear of any Liens. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Equity Interests of the Acquired Companies, upon delivery to Purchaser at the Closing of certificates representing the Equity Interests of the Acquired Companies, duly endorsed by Seller or one of its Affiliates for transfer to Purchaser against payment therefor as provided in Article II, good and valid title to the Equity Interests of the Acquired Companies will pass to Purchaser, free and clear of any Liens, other than those arising from acts of Purchaser or its Affiliates. The delivery to Purchaser of the Equity Interests of the Acquired Companies pursuant to this Agreement will transfer to Purchaser ownership of one hundred percent (100%) of the authorized, issued and outstanding capital stock of the Acquired Companies. All outstanding shares of the Acquired Companies are duly authorized, validly issued, fully paid and nonassessable.
Acquired Companies. This agreement will cover any company or entity formed or acquired by you during the period of cover. However, you must hold a controlling interest in the company or entity or must accept responsibility for its cover. In addition, you must:
Acquired Companies. Each of the Acquired Companies is an entity duly organized, validly existing and, where applicable, in good standing (if applicable in the relevant jurisdiction) under the Laws of its respective jurisdiction of organization and is duly qualified to conduct business under the Laws of each jurisdiction where the character of the properties, rights and assets owned, leased or operated by it or the nature of its activities makes such qualification necessary, except for any such failures to be qualified that would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole. Each of the Acquired Companies has all requisite corporate (or equivalent) power and authority to carry on the business in which it is now engaged and to own and use the properties, rights and assets now owned and used by it.
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Acquired Companies. Each of the Acquired Companies is a corporation, limited partnership or other entity duly organized or incorporated, validly existing and, where applicable, in good standing under the laws of its respective jurisdiction of organization or incorporation and is duly qualified to conduct business under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except for any such failures to be qualified that do not or would not reasonably be expected to result in a material liability to the Business, taken as a whole. Each of the Acquired Companies has all requisite corporate power and authority to carry on the business in which it is now engaged and to own and use the properties now owned and used by it.
Acquired Companies. Part 2.8(a)(iii) of the Company Disclosure Letter identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $100,000 with respect to, each Acquired Company Proprietary Asset that is licensed or otherwise made available to the Acquired Companies by any Person and is material to the business of the Acquired Companies (except for any Proprietary Asset that is licensed to the Acquired Companies under any third party software license generally available to the public), and identifies the Contract under which such Acquired Company Proprietary Asset is being licensed or otherwise made available to such Acquired Company. The Acquired Companies have good and valid title to all of the Acquired Company Proprietary Assets identified in Parts 2.8(a)(i) and 2.8(a)(ii) of the Company Disclosure Letter, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Companies. The Acquired Companies have a valid right to use, license and otherwise exploit all Acquired Company Proprietary Assets identified in Part 2.8(a)(iii) of the Company Disclosure Letter, subject to the limitations and restrictions expressly set forth in the applicable Contract pursuant to which such Proprietary Assets are being licensed or otherwise made available to the Acquired Companies. None of the Acquired Companies has developed jointly with any other Person any Acquired Company Proprietary Asset that is material to the business of the Acquired Companies with respect to which such other Person has any rights. Except as set forth in Part 2.8(a)(iv) of the Company Disclosure Letter, there is no Acquired Company Contract (with the exception of license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired Company Proprietary Asset.
Acquired Companies. This cover will cover any company or entity formed or acquired by the participant during the period of cover. However, you must hold a controlling interest in the company or entity must accept responsibility for its cover. In addition, you must:
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