Capital Stock of the Subsidiaries. All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus (or as represented by minority interests as disclosed in the financial statements incorporated by reference therein), all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances (other than, in the case of certain non-U.S. subsidiaries, director qualifying shares which individually and in the aggregate represent an immaterial ownership interest in such subsidiaries). The Subsidiary is the only subsidiary that is a Significant Subsidiary (as such term is defined by Rule 405) of the Company.
Capital Stock of the Subsidiaries. Sell, transfer, lease or otherwise dispose of, or make subject to any subscription, option, warrant, call, right or other agreement or commitment of any nature, the Capital Stock of any Subsidiary, other than (a) pursuant to the Loan Documents or pursuant to a transaction permitted pursuant to Section 6.05, (b) in connection with transactions of the type described in Section 6.07(b)(i) or (vii) and (c) directors’ qualifying shares.
Capital Stock of the Subsidiaries. All the outstanding shares of capital stock or membership interests of each subsidiary of the Company have been duly and validly authorized and issued and, with respect to each subsidiary that is a corporation, are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus (or as represented by minority interests as disclosed in the financial statements incorporated by reference therein), all outstanding shares of capital stock, membership interests or other equity interests of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances (other than, in the case of certain non-U.S. subsidiaries, director qualifying shares which individually and in the aggregate represent an immaterial ownership interest in such subsidiaries). The Subsidiary is the only subsidiary that is a Significant Subsidiary (as such term is defined by Rule 405) of the Company.
Capital Stock of the Subsidiaries. The authorized capital --------------------------------- stock of each Subsidiary of the Company is set forth in Exhibit 4.3.3. Each such Subsidiary has no outstanding capital stock except for shares of capital stock owned beneficially and of record, as set forth in Exhibit 4.3.3, by the Company, all of which will be validly issued, fully paid, nonassessable and subject to no lien or restriction on transfer, except restrictions on transfer imposed by the Investor Agreements and applicable securities laws and Liens.
Capital Stock of the Subsidiaries. Sell, transfer, lease or otherwise dispose of, or make subject to any subscription, option, warrant, call, right or other agreement or commitment of any nature, the Capital Stock of any Subsidiary, other than (a) pursuant to the Loan Documents or pursuant to a transaction permitted pursuant to Section 6.05 and subject to Section 2.12(d), (b) sales, transfers and other dispositions of the Capital Stock of Subsidiaries in connection with UCAR's sale of its Graphite and Carbon Specialties Business, (c) in connection with transactions of the type described in Section 6.05(k) or 6.07(b)(i) and (d) directors' qualifying shares.
Capital Stock of the Subsidiaries. The authorized capital stock of each Subsidiary of Target consists solely of the shares shown on the Disclosure Schedule, of which only the shares shown on such Disclosure Schedule to be issued and outstanding are issued and outstanding. All of the issued and outstanding shares of the capital stock of each Subsidiary are owned by the Target or one of its Subsidiaries as set forth on the Disclosure Schedule, and are free and clear of all liens, security interests, pledges, charges, voting trusts. restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the Subsidiaries capital stock are duly authorized and validly issued, fully paid and nonassessable. None of such shares will have been, and none of the shares from which they will have derived were, issued in violation of the preemptive rights of any past or present stockholder, whether contractual or statutory.
Capital Stock of the Subsidiaries. The authorized capital stock of SPS Payment consists of 10,000 shares of common stock, par value $100 per share, of which 100 shares are duly authorized and validly issued and outstanding, fully paid and nonassessable and are owned by Seller free and clear of any liens, charges and encumbrances. The authorized capital stock of Hurley State Bank consists of 500 shares of capital stock, par valxx $000 per share, of which 500 shares are duly authorized and validly issued and outstanding, fully paid and nonassessable and are owned by Seller free and clear of any liens, charges and encumbrances. Except for the Shares, there are no shares of capital stock or other equity securities of either Subsidiary outstanding. None of the Shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal or preemptive, subscription or similar right. Except as set forth on Schedule 2.4 hereto, there are no outstanding warrants, options, rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Seller or either Subsidiary, or any subsidiary of either Subsidiary, is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of such Subsidiary or any of its subsidiaries or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of such Subsidiary or any of its subsidiaries.
Capital Stock of the Subsidiaries. The issued and outstanding shares of each Subsidiary are as set forth in Schedules B and C. The issued and outstanding shares of each Subsidiary are validly issued, and paid and non-assessable and subject to no Lien, adverse claim or restriction on transfer, other than as set forth in Schedule 3.3.3.
Capital Stock of the Subsidiaries. Title to Transferred ------------------------------------------------------- Assets. (a) Except as set forth in Section 3.03(a) of the Disclosure Schedule, ------ there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the capital stock of, or equity interests in, any of the Subsidiaries obligating the BOC Group or any of its subsidiaries to issue or sell any shares of capital stock of, or equity interests in, any Subsidiary. The Shares constitute all of the issued and outstanding shares of capital stock of each MDD Non-U.S. Subsidiary and are owned of record and beneficially solely by the BOC Group or a wholly owned subsidiary of the BOC Group, free and clear of all Encumbrances. All of the issued and outstanding shares of capital stock of each subsidiary listed on Exhibit D (the "SECOND TIER SHARES") are owned of record and beneficially, directly or indirectly, by an MDD Non-U.S. Subsidiary, in each case free and clear of all Encumbrances. All of the Shares and the Second Tier Shares have been duly authorized and validly issued and are fully paid and nonassessable and were not issued in violation of any preemptive rights. Except as set forth in Section 3.03(a) of the Disclosure Schedule, there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares or the Second Tier Shares.
Capital Stock of the Subsidiaries. The capital stock of each Subsidiary is as set forth in Section 4.2.2 of the Disclosure Letter. There are no voting trusts, proxies, or other agreements or understandings to which any Subsidiary is a party with respect to the voting of any shares of capital stock of any Subsidiary. There does not exist nor is there outstanding any right or security granted by any Subsidiary to, issued by any Subsidiary to, or entered by any Subsidiary into with, any Person to cause such Subsidiary to issue, grant or sell any shares of capital stock of such Subsidiary to any Person (including any warrant, stock option, call, preemptive right, convertible or exchangeable obligation, subscription for stock or securities convertible into or exchangeable for stock of such Subsidiary, or any other similar right, security, instrument or agreement), and there is no commitment or agreement by any Subsidiary to grant or issue any such right or security. There is no obligation, contingent or otherwise, of any Subsidiary to: (i) repurchase, redeem or otherwise acquire any share of the capital stock or other equity interests of such Subsidiary or make any payment of any amount based on the value of such Subsidiary or any capital stock or other equity interests of such Subsidiary; or (ii) provide funds to, or make any investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of, any other Person (other than the other Acquired Companies). There are no bonds, debentures, notes or other indebtedness issued by any Subsidiary which have the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of such Subsidiary are entitled to vote. The outstanding shares of capital stock of each Subsidiary are validly issued, fully paid and non-assessable, and all such shares or other equity interests of each Subsidiary are owned by the Company or another Subsidiary as set forth in Section 4.2.2 of the Disclosure Letter, free and clear of any Liens and have not been issued in violation of any preemptive or similar rights.
