Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization or formation. All the outstanding shares of capital stock of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are 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 4 contracts
Samples: Execution Copy (Boyd Gaming Corp), Agreement and Plan of Merger (Boyd Gaming Corp), Stockholders Agreement (Boyd Gaming Corp)
Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the Company Disclosure Letter lists each Significant Company Subsidiary (as defined below) and its jurisdiction of organization or formationorganization. All the outstanding shares of capital stock of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are are, as of the date of this Agreement, owned by the Company, by another one or more Company Subsidiary Subsidiaries 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").rights of
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Metaldyne Corp), And Restated Agreement and Plan of Merger (Masco Corp /De/), Amended And (Credit Suisse/)
Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization or formationorganization. All the outstanding shares of capital stock of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are 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 (MCK Communications Inc), Agreement and Plan of Merger (Verso Technologies Inc)
Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization or formationorganization. All the issued and outstanding shares of capital stock (or other ownership interests, as applicable) of each Company Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are 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"”), other than Permitted Encumbrances.
Appears in 1 contract
Samples: Merger Agreement (Exar Corp)
Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization or formationorganization. All the outstanding shares of capital stock of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all pledges, liens, voting agreements, proxies, transfer restrictions, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, "LiensEncumbrances").
Appears in 1 contract
Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization or formationincorporation (as applicable). All the outstanding shares of capital stock 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 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 (Cambridge Display Technology, Inc.)