Company Entities. (a) Section 5.2(a)(i) of the Company Disclosure Letter sets forth a correct and complete list of each Subsidiary of the Company, other than the Funds, together with the type of entity and jurisdiction of organization of each such Subsidiary of the Company. The Company owns, directly or indirectly, all of the issued and outstanding equity interests in, and other securities of, each Subsidiary (other than the Funds) and all such interests are owned free and clear of any Claims, other than the Permitted Claims listed in Section 5.2(a)(ii). Section 5.2(a)(iii) of the Company Disclosure Letter sets forth a correct and complete list of each ownership interest, joint venture or other investment (whether or not involving control) of the Company and its Subsidiaries (other than the Funds) in any Person other than the Company and its Subsidiaries.
Company Entities. Section 3.1(g) of the Company Disclosure Letter sets forth a true, complete and correct list of each Company Entity, together with (i) its status and its jurisdiction and form of organization, and (ii) the ownership or interest therein of the Company. All of the outstanding shares in the capital of or outstanding shares of capital stock or other ownership, equity or voting interests of the Company Entities held by the Company, directly or indirectly, are validly issued, fully paid and non-assessable (to the extent such concepts are recognized in the applicable jurisdiction), free and clear of any Liens (other than Permitted Liens and those set forth in Section 3.1(g) of the Company Disclosure Letter), and, except as disclosed in Section 3.1(g) of the Company Disclosure Letter, there is no outstanding option, right, entitlement, understanding or commitment (contingent or otherwise) regarding the right to acquire any such share or interest in any such Company Entity and no outstanding option, warrant, conversion or exchange privilege or other right, agreement, arrangement or commitment obligating any such entity to issue or sell any share or ownership, equity or voting interest of such entity or security or obligation of any kind convertible into or exchangeable or exercisable for any shares or ownership, equity or voting interests of any such entity. Neither the Company nor any of the Company Entities own any interest or investment (whether equity or debt) in any other person, other than a Company Entity, which interest or investment is material to the Company and the Company Entities, taken as a whole.
Company Entities. “Company Entities” shall mean the Company and its Subsidiary.
Company Entities. The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Texas. Schedule 3.2(a) sets forth a list of all Subsidiaries of the Company (together with the Company, the "Company Entities") and their respective jurisdictions of organization and identifies the Company's direct or indirect percentage ownership interest therein. Each of the Company Entities is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all corporate, partnership or other similar powers required to carry on its business as now conducted, other than such exceptions as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company Entities is duly qualified to do business as a foreign corporation or other foreign legal entity and is in good standing in each jurisdiction where such qualification is necessary, with such exceptions, individually or in the aggregate, as have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has all requisite power and authority to execute and deliver this Agreement and the Voting Agreement and all of the other agreements, documents, instruments and certificates contemplated by, and executed and delivered by it pursuant to, this Agreement (its "Related Agreements") and perform its obligations under this Agreement, the Voting Agreement and its Related Agreements. The execution, delivery and performance by the Company of this Agreement, the Voting Agreement and its Related Agreements have been duly authorized by the Company, and the board of directors of the Company has recommended approval and adoption of this Agreement and the Merger by the Company's shareholders. This Agreement and the Voting Agreement are, and each of the Company's Related Agreements will be at Closing, a valid and binding agreement of the Company enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors' rights and remedies and general principles of equity, including any limitations on the availability of the remedy of specific performance or injunctive relief regardless of whether specific performance or injunctive relief is sought in a proceeding at law or in equity. Complete and correct co...
Company Entities. (a) The Company does not have any Subsidiaries and has not owned any interest in any other entity (other than the Funds) prior to the date hereof. Section 5.2(a) of the Company Disclosure Letter sets forth a correct and complete list of each ownership interest, joint venture or other investment (whether or not involving control) of the Company in any Person other than the Company.
Company Entities. Any property situated on a Company Entities’ premises and owned by any Company Entity, including, without limitation, computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company Entities or to my work for the Company Entities, and will not take or keep in my possession any of the foregoing or any copies. Notwithstanding anything to the contrary in this Agreement or otherwise, I may retain the information set forth in Section 19 below.
Company Entities. If either of the Company Entities is not a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation as of the date hereof, the Company shall take any and all actions necessary to cause each such Company Entity to be duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation prior to the Closing Date.
Company Entities. The Company shall have complied with all of its obligations in Section 5.22.
Company Entities. (a) A true, correct and complete list of each Company Entity, its jurisdiction of organization and the percentage of the outstanding ownership interest and the names of record holders of any outstanding Equity Interests of each such Company Entity, in each case, as of the date hereof (all such Equity Interests of the Company Entities other than the Purchased Interests, “Company Entities Interests”), is set forth in Section 4.02 of the Company Disclosure Schedule.
Company Entities. (a) Section 5.2(a)(i) of the Company Disclosure Letter sets forth a correct and complete list of each Subsidiary of the Company, other than the Funds, together with the type of entity and jurisdiction of organization of each such Subsidiary of the Company. The Company owns, directly or indirectly, all of the issued and outstanding equity interests in, and other securities of, each Subsidiary (other than the Funds) and all such interests are owned free and clear of any Claims. Section 5.2(a)(ii) of the Company Disclosure Letter sets forth a correct and complete list of each ownership interest, joint venture or other investment (whether or not involving control) of the Company and its Subsidiaries (other than the Funds) in any Person other than the Company and its Subsidiaries.
