Common use of Company Subsidiaries; Equity Interests Clause in Contracts

Company Subsidiaries; Equity Interests. (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

Appears in 13 contracts

Samples: Share Exchange Agreement (Equicap Inc), Share Exchange Agreement (Textmunication Holdings, Inc.), Share Exchange Agreement (Pioneer Power Solutions, Inc.)

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Company Subsidiaries; Equity Interests. (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all All the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

Appears in 6 contracts

Samples: Share Exchange Agreement (Nevstar Corp), Share Exchange Agreement (Fashion Tech International Inc), Share Exchange Agreement (Travel Hunt Holdings Inc)

Company Subsidiaries; Equity Interests. (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all All the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cruzan International, Inc.), Agreement and Plan of Merger (Absolut Spirits CO INC)

Company Subsidiaries; Equity Interests. (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all All the outstanding shares of capital stock securities or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

Appears in 2 contracts

Samples: Share Exchange Agreement (Rio Bravo Oil, Inc.), Share Exchange Agreement (Rio Bravo Oil, Inc.)

Company Subsidiaries; Equity Interests. (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organizationorganization or incorporation (as applicable). Except as specified in the Company Disclosure Letter, all All the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and and, except as set forth in the Company Disclosure Letter, are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Imperial Industries Inc)

Company Subsidiaries; Equity Interests. (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are as a of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

Appears in 1 contract

Samples: Share Exchangeagreement (Cubed, Inc.)

Company Subsidiaries; Equity Interests. (a) The Upon delivery, the Company Disclosure Letter lists will list each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

Appears in 1 contract

Samples: Share Exchange Agreement (Saguaro Resources, Inc.)

Company Subsidiaries; Equity Interests. (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all All the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another a wholly owned Company Subsidiary or by the Company and another a wholly owned Company Subsidiary, free and clear of all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens"), except for Permitted Liens.

Appears in 1 contract

Samples: Agreement and Plan of Merger (DRS Technologies Inc)

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Company Subsidiaries; Equity Interests. (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are are, as of the date of this Agreement Agreement, owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

Appears in 1 contract

Samples: Share Exchange Agreement (United National Film Corp)

Company Subsidiaries; Equity Interests. (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments membership interests of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

Appears in 1 contract

Samples: Securities Exchange Agreement (Rto Holdings Inc)

Company Subsidiaries; Equity Interests. (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all All the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another a wholly owned Company Subsidiary, free and clear of all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digitalnet Holdings Inc)

Company Subsidiaries; Equity Interests. (a) The Section 4.02 of the Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organizationSubsidiary. Except as specified in the Company Disclosure Letter, all All the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and and, except as set forth in the Company Disclosure Letter, are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ford Motor Co)

Company Subsidiaries; Equity Interests. (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organizationSubsidiary. Except as specified in the Company Disclosure Letter, all All the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all claims, pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Newport News Shipbuilding Inc)

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