AND ITS SUBSIDIARIES Sample Clauses

AND ITS SUBSIDIARIES. 1.9. Day(s) or day(s) shall mean any calendar day(s).
AND ITS SUBSIDIARIES. Part A: The following sets forth the address of each parcel of real property owned by each Loan Party which has a net book value in excess of US $1,000,000 or is leased or subleased by each Loan Party pursuant to lease or sublease with annual net rent in excess of US $1,000,000: Owner/Lessee Address Owned/Leased World Color Press Inc. 275 Wellington Street, Aurora, ON, Canada Leased World Color Press Inc. 2250 Islington Ave., Etobicoke, ON, Canada Leased World Color Press Inc. 800 boul. Industriel, St.-Jean sur Richelieu, QC, Canada Leased World Color Printing (USA) Corp. 3101 McCall Dr., Atlanta, GA, USA Leased World Color (USA), LLC 2460 Kerper Blvd., Dubuque, IA, USA Leased World Color (USA), LLC 380 W. 37th St., Loveland, CO, USA Leased World Color Printing (USA) ll, Corp. 871 Baker Rd., Martinsburg, WV, USA Leased World Color (USA) Corp. 150 42nd Ave., New York, NY, USA Leased World Color Press Inc. 18130-114th Ave., Edmonton, AB, Canada Owned World Color Press Inc. 10481 Yonge St., Richmond Hill, ON, Canada Owned World Color Press Inc. 445-470, 3e Ave., St. Romuald, QC, Canada Owned World Color (USA), LLC 4581 Lower Valley Road, Atglen, PA, USA Owned World Color Printing (USA) II Corp 12821 W. Bluemound Road, Brookfield, WI, USA Owned World Color (USA), LLC and World Color Printing (USA) Corp 217 Griffith Road, Carroll, IA and 400 Deming Ave., Waukee, IA, USA Owned World Color (USA), LLC 451 International Blvd., Clarksville, TN Owned World Color Printing (USA) II Corp 2787 South Harper Rd., Corinth, MS, USA Owned World Color (USA), LLC 4000 Hwy 51 North, Covington, TN, USA Owned World Color Printing (USA) Corp 2475 George Urban Blvd., Depew, NY, USA Owned World Color (USA), LLC 1665 Old Columbia Hwy, Dickson, TN, USA Owned World Color (USA), LLC 2030 Sylvan Road, Dyersburg, TN, USA Leased/IDB World Color (USA), LLC and World Color Mt. Morris II, LLC 1200 Niccum Ave. and 420 West Industrial Ave., Effingham, IL, USA Owned World Color Printing (USA) II Corp 96 Phoenix Ave., Enfield, CT, USA Owned World Color Printing (USA) II Corp 4301 Evans Lock Rd., Evans, GA, USA Owned World Color Printing (USA) II Corp 100 North Miller St., Fairfield, PA, USA Owned World Color Printing (USA) Corp 2200 E. Newlands Dr., Fernley, NV, USA Owned World Color (USA), LLC 300 Brown Road, Franklin, KY, USA Owned World Color (USA), LLC 594 Can-Do Expwy. (RR#1), Hazleton, PA, USA Owned World Color Printing (USA) II Corp 4708 Krueger Dr., Jonesboro, AR, USA Owned World Color (US...
AND ITS SUBSIDIARIES. 3.1.- The parties agree that, as long as the share of the parties and their respective Permitted Transferees in the JV is 50/50 the undertakings agreed to in Article VII of the Agreement as amended hereto regarding government and administration of the JV and its Subsidiaries shall be applied. In the event that any of the parties and/or their Permitted Transferees ceases to hold a 50% interest in the JV, directors of JV and its Subsidiaries shall be appointed by majority and provisions of the Agreement related to the quorum and approval of resolutions within the Board shall no longer apply. For such purposes, the parties undertake to favourably vote at the partners meeting referred to in the Second Clause of this Amendment regarding the resolution concerning the cessation, designation and appointment of directors included in the minutes attached as Annex III.
AND ITS SUBSIDIARIES. This Section 4.06 shall not prohibit the payment of a dividend that constitutes a Restricted Payment if such Restricted Payment is made within 45 days of the declaration thereof and if this Section 4.06 did not apply to such Restricted Payment at the time of its declaration.
AND ITS SUBSIDIARIES. The Multicare Management Agreement shall be on terms and conditions reasonably satisfactory to the Agents.
AND ITS SUBSIDIARIES. The Buyer understands it acquires all of the issued and outstanding shares of Nova Furniture (Dongguan) Co., Ltd. and the Buyer agrees to assume all the existing liabilities and responsibilities of Nova Furniture (Dongguan) Co., Ltd. and its subsidiaries, including but not limited to the existing RMB 20 million bank loan owed by Nova Dongguan to Dongguan Rural Credit Cooperatives(東莞农村商业银行)and additional severance payment to employees of Nova Dongguan based on the years of their services to Nova Dongguan upon their termination according to Chinese labor law.
AND ITS SUBSIDIARIES. Holdco represents and warrants to the Buyer that the statements contained in this Article VII are correct and complete as of the Effective Date or such earlier date, if any specifically provided for herein, except as set forth in the Disclosure Schedule.

Related to AND ITS SUBSIDIARIES

  • Capitalization of the Company and its Subsidiaries (a) The authorized capital stock of the Company consists of: 35,000,000 Shares, of which, as of October 15, 1996, 20,959,260 Shares were issued and outstanding, and 5,000,000 shares of preferred stock, par value $0.001 per share (the "Company Preferred Stock"), of which, as of the date hereof, none are issued and outstanding. All of the issued and outstanding Shares have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of October 15, 1996, 2,782,116 Shares were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company Plans, 78,813 Shares were reserved for issuance under the Company's 1991 Employee Stock Purchase Plan (the "ESPP") and 3,345,455 Shares were reserved for issuance pursuant to the conversion of the Company's 5-3/4% Convertible Subordinated Notes due August 15, 2001 (the "Convertible Notes"). The final purchase by participants under the ESPP will occur no later than the business day immediately preceding the Effective Time. The ESPP will terminate at the Effective Time. A total of 35,000 shares of Preferred Stock have been designated as Series A Participating Preferred Stock and reserved for issuance in connection with the exercise of the Rights (as defined in Section 2.20). Except as set forth in Section 2.2(a) of the Company Disclosure Schedule, since October 15, 1996, no shares of the Company's capital stock have been issued other than pursuant to stock options already in existence on October 15, 1996, and no stock options have been granted. Except as set forth above or as set forth in Section 2.2(a) of the Company Disclosure Schedule, 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. Except as set forth in Section 2.2(a) of the Company Disclosure Schedule, 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.

  • Company Subsidiaries SCHEDULE 3.3 is a true and complete list of all business entities that the Company operates, owns or otherwise controls directly or indirectly through one or more subsidiaries, partnerships, joint ventures or other business associations, a majority of the outstanding voting securities (the "SUBSIDIARIES"). Each Subsidiary is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the requisite power and authority to own its properties and assets and to carry on its business as now being conducted and as presently proposed to be conducted. Each Subsidiary is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction where failure to be so qualified would have a material adverse effect on the business, financial condition, assets or prospects of such Subsidiary. All of such outstanding shares of capital stock of each Subsidiary are validly issued, fully paid and nonassessable. Except as set forth on SCHEDULE 3.3, the Company owns all of the shares of the issued and outstanding capital stock of the Subsidiaries free and clear of any liens, claims, encumbrances, charges or rights of third parties of any kind whatsoever.

  • Incorporation and Good Standing of the Company and its Subsidiaries Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation, limited liability company, partnership or other legal entity, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, and each has the corporate, limited liability company, partnership or other power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or other legal entity to transact business and is in good standing or equivalent status 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, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except in the case of subsidiaries set forth on Exhibit D hereto, are owned by the Company, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not have any subsidiary not listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K which is required to be so listed as of the date of such Annual Report on Form 10-K.

  • Investments and Subsidiaries (a) The Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except:

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Parent Subsidiaries Parent has no direct or indirect Subsidiaries or participations in joint ventures or other entities, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated, other than First Merger Sub and Second Merger Sub. Neither First Merger Sub nor Second Merger Sub has any assets or properties of any kind, does not now conduct and has never conducted any business, and has and will have at the Closing no obligations or liabilities of any nature whatsoever, except for such obligations as are imposed under this Agreement. First Merger Sub and Second Merger Sub are entities that have been formed solely for the purpose of engaging in the Transactions.

  • Equity Interests and Subsidiaries (a) Schedule 3.06(a) sets forth a list of (i) all the Subsidiaries and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge Agreements, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security Agreements, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.

  • Capitalization and Subsidiaries Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower of each Subsidiary, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the Borrower and each Subsidiary. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

  • Certain Subsidiaries Unless pursuant to Indebtedness which is authorized pursuant to this Agreement, Borrower will not, and the Subsidiaries of Borrower will not, permit any creditor of a Marketing Subsidiary or a Project Finance Subsidiary to have recourse to any Borrower or any Subsidiary of Borrower or any of their assets (other than (i) the stock or similar equity interest of the applicable Subsidiary and (ii) with respect to a Permitted Derivative Obligation) other than recourse under Guaranties permitted pursuant to Sections 7.15(f) and (i).

  • 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.