Business Subsidiaries. As of the date hereof and as of the Closing Date, Acquisition Corp. will have no Subsidiaries, no significant assets or liabilities, and will not be engaged in any business.
Business Subsidiaries. (a) All the outstanding shares of capital stock of, or other equity or voting interests in, each Business Subsidiary (other than the Shares) have been duly authorized and validly issued, are fully paid and nonassessable and are owned, directly or indirectly, as of the date hereof, by Seller, and, as of the Closing, by the Company, in each case free and clear of all Encumbrances, other than (i) any Encumbrance arising out of, under or in connection with the Securities Act or any other applicable securities Laws, (ii) any Encumbrance arising out of or in connection with this Agreement or (iii) any Encumbrance created by or through, or resulting from any facts or circumstances relating to, Purchaser or its Affiliates.
Business Subsidiaries. Section 2.04 of the Parent Disclosure Letter sets forth a true and correct list, as of (a) the date hereof and (b) immediately prior to the Closing after giving effect to the Internal Reorganization, in each case, of each Business Subsidiary, its jurisdiction of organization and the percentage of its capital stock or other equity interests directly or indirectly held by a Transferred Company (for the avoidance of doubt, one hundred percent (100%) of the outstanding capital stock or other equity interests of each Business Subsidiary will, immediately prior to the Closing after giving effect to the Internal Reorganization, be owned directly or indirectly by a Transferred Company). All of the outstanding shares of capital stock of or other equity interests in each such Business Subsidiary are duly authorized, validly issued, fully paid and nonassessable (in each case, to the extent such concepts are applicable) and was issued in compliance with applicable Law, and will be wholly owned beneficially and of record immediately prior to the Closing after giving effect to the Internal Reorganization, directly or indirectly, by a Transferred Company, free and clear of Liens, other than Permitted Liens. Except for their respective interests in the Business Subsidiaries, none of the Transferred Companies will own, as of immediately prior to the Closing after giving effect to the Internal Reorganization, directly or indirectly, any capital stock or other equity or voting interests of any Person. There are no bonds, debentures, notes or other indebtedness of any Business Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of its capital stock or other equity or voting interests may vote. Except as set forth in Section 2.04 of the Parent Disclosure Letter, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which a Business Subsidiary is a party or by which it is bound obligating such Business Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, a Business Subsidiary. Section 2.04 of the Parent D...
Business Subsidiaries. As of the date hereof and as of the Closing Date, HoldCo will have no Subsidiaries (other than Lebanon Mutual), no significant assets or liabilities, and will not be engaged in any business.
Business Subsidiaries. Each of the Business Subsidiaries is a corporation or other entity duly organized, validly existing and, where applicable, in good standing under the laws of its respective jurisdiction of organization and is duly qualified to conduct business under the laws of each jurisdiction specified in Section 2.1(b) of the Disclosure Schedule. Each Business Subsidiary is qualified to do business in 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 would not reasonably be expected to result in a Business Material Adverse Effect. Each of the Business Subsidiaries has all requisite corporate or other entity 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. Xxxxxx XX is engaged in business solely in Hong Kong and is a resident only of Hong Kong for Tax purposes; Wuxi is engaged in business solely in, and is a resident for Tax purposes only of, Wuxi, Jiangsu Province of the PRC.
Business Subsidiaries. Each of the Business Subsidiaries is a corporation, limited liability company or similar corporate body duly organized, validly existing and, where applicable, in good standing 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 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, individually or in the aggregate, have not had and would not reasonably be expected to result in a Business Material Adverse Effect. Each of the Business Subsidiaries has all requisite corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it.
Business Subsidiaries. (a) The Business Subsidiaries have all requisite corporate or other organizational power and authority to own, lease and operate their properties and to carry on the Business as now conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect.
Business Subsidiaries. (a) Schedule 2.13 sets forth (i) the authorized capitalization of the Business Subsidiary and (ii) the owner of such equity securities. Such equity securities were validly issued in accordance with applicable securities laws and are fully-paid and non-assessable. Except for such equity securities, the Assets do not include any stock, partnership interest, joint venture interest or other equity interest in any other Person.
Business Subsidiaries. The Credit Parties are exclusively engaged in the operation of the Business. Schedule 4.5 sets forth as of the Closing Date a list of all Subsidiaries of the Credit Parties and the percentage ownership interest of such Person therein, as well as a list of all joint ventures and partnerships of any Credit Party or any of its Subsidiaries with any other Person. The Equity Interests or other ownership interests so indicated on Schedule 4.5 are fully paid and non-assessable and are owned by the Credit Parties or their Subsidiaries free and clear of all Liens except for Permitted Liens.
Business Subsidiaries. As of the date hereof and as of the Closing Date, HoldCo will have no Subsidiaries (other than EML and the EML Subsidiaries), no significant assets or liabilities, and will not be engaged in any business.
