Company Subsidiaries; Equity Interests. (a) Section 4.02(a) of the Company Disclosure Schedule lists each of the Company Subsidiaries and its jurisdiction of organization. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company Subsidiaries 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, claims, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (including any restriction on the right to vote, sell, transfer, pledge or otherwise dispose of capital stock or other ownership interests) (collectively, “Liens”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ruby Merger Corp.), Agreement and Plan of Merger (Ruby Merger Corp.), Agreement and Plan of Merger (Ruby Merger Corp.)
Company Subsidiaries; Equity Interests. (a) Section 4.02(a3.02(a) of the Company Disclosure Schedule Letter lists each of the Company Subsidiaries Subsidiary and its jurisdiction of organization. All of the outstanding shares of capital stock of, or other ownership interests in, of each of the Company Subsidiaries Subsidiary have been validly issued and are fully paid and nonassessable and are and, except as set forth in Section 3.02(a) of 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, claims, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (including collectively, “Liens”) and free of any restriction on the right to vote, sell, transfer, pledge sell or otherwise dispose of such capital stock or other ownership interests) (collectively, “Liens”)of any Company Subsidiary.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sport Supply Group, Inc.), Agreement and Plan of Merger (Sage Parent Company, Inc.)
Company Subsidiaries; Equity Interests. (a) Section 4.02(a4.2(a) of the Company Disclosure Schedule lists each of the Company Subsidiaries and its jurisdiction of organization. All the outstanding shares of capital stock of, or other ownership interests in, each of the Company Subsidiaries 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, claims, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (including any restriction on the right to vote, sell, transfer, pledge or otherwise dispose of capital stock or other ownership interests) (collectively, “Liens”LIENS).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sapphire Expansion CORP), Agreement and Plan of Merger (Retek Inc)
