Corporate Subsidiaries Sample Clauses

Corporate Subsidiaries. All of the consolidated corporations, partnerships (including, without limitation, general, limited and limited liability partnerships) and limited liability companies in which the Company has a direct or indirect ownership interest are listed in Schedule C to this Agreement (collectively, the "Subsidiaries"). Each Subsidiary that is a corporation (a "Corporate Subsidiary") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum. Each Corporate Subsidiary is duly qualified and in good standing as a foreign corporation authorized to do business in each other jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect. All of the outstanding shares of capital stock of each Corporate Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable, were not issued in violation of or subject to any preemptive or similar rights, and, except as set forth on Schedule C, are owned by the Company directly, or indirectly through one of the other Subsidiaries, free and clear of all security interests, liens, encumbrances and equities and claims; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in any Corporate Subsidiary are outstanding.
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Corporate Subsidiaries. 0xxxxxxx.xxx NETWORK ADVANCED TREATMENT SYSTEMS, INC. ATS OF XXXXX COUNTY, INC. ATS OF DELAWARE, INC. ATS OF NORTH CAROLINA, INC. BATON ROUGE TREATMENT CENTER, INC. XXXXXXX TREATMENT CENTER, INC. BGI OF BRANDYWINE, INC. BOWLING GREEN INN OF PENSACOLA, INC. BOWLING GREEN INN OF SOUTH DAKOTA, INC. CAPS OF VIRGINIA, INC. CARTERSVILLE CENTER, INC. CHARLESTON TREATMENT CENTER INC. CLARKSBURG TREATMENT CENTER, INC. COMPREHENSIVE ADDICTION PROGRAMS, INC. CORAL HEALTH SERVICES, INC. CRC ED TREATMENT, INC. CRC RECOVERY, INC. EAST INDIANA TREATMENT CENTER, INC. EVANSVILLE TREATMENT CENTER INC. GALAX TREATMENT CENTER, INC. GREENBRIER TREATMENT CENTER, INC. HUNTINGTON TREATMENT CENTER, INC. INDIANAPOLIS TREATMENT CENTER, INC. JAYCO ADMINISTRATION, INC. XXXX-GRAND MANAGEMENT CO., INC. KANSAS CITY TREATMENT CENTER, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer CORPORATE SUBSIDIARIES (cont.): MINERAL COUNTY TREATMENT CENTER, INC. MWB ASSOCIATES-MASSACHUSETTS, INC. NATIONAL SPECIALTY CLINICS, INC. NSC ACQUISITION CORP. PARKERSBURG TREATMENT CENTER, INC. RICHMOND TREATMENT CENTER, INC. SAN DIEGO HEALTH ALLIANCE SHELTERED LIVING INCORPORATED SIERRA TUCSON INC. SOUTHERN INDIANA TREATMENT CENTER INC. SOUTHERN WEST VIRGINIA TREATMENT CENTER, INC. SOUTHWEST ILLINOIS TREATMENT CENTER, INC. STONEHEDGE CONVALESCENT CENTER, INC. TRANSCULTURAL HEALTH DEVELOPMENT, INC. TREATMENT ASSOCIATES, INC. VIRGINIA TREATMENT CENTER, INC. VOLUNTEER TREATMENT CENTER, INC. WCHS OF COLORADO (G), INC. WCHS, INC. WHEELING TREATMENT CENTER, INC. WHITE DEER REALTY, LTD. WHITE DEER RUN, INC. WICHITA TREATMENT CENTER INC. XXXXXXXXXX TREATMENT CENTER, INC. WILMINGTON TREATMENT CENTER, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer SAN DIEGO TREATMENT SERVICES By: Jayco Administration, Inc. Its: Partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer By: Treatment Associates, Inc. Its: Partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer CALIFORNIA TREATMENT SERVICES By: Jayco Administration, Inc. Its: Partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer By: Treatment Associates, Inc. Its: Partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer MILWAUKEE HEALTH SERVICES SYSTEM By: WCHS, Inc. Its: Partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer By: Coral Health Services, Inc. Its: Partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chi...
Sample 1
Corporate Subsidiaries. All of the consolidated corporations, --------------------------- partnerships (including, without limitation, general, limited and limited liability partnerships) and limited liability companies in which the Company has a direct or indirect ownership interest are listed in Schedule C to this Agreement (collectively, the "Subsidiaries"). Each Subsidiary that is a corporation (a "Corporate Subsidiary") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum. Each Corporate Subsidiary is duly qualified and in good standing as a foreign corporation authorized to do business in each other jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect. All of the outstanding shares of capital stock of each Corporate Subsidiary have been duly authorized and validly issued, are fully paid and non- assessable, were not issued in violation of or subject to any preemptive or similar rights, and, except as disclosed in the Offering Memorandum, are owned by the Company directly, or indirectly through one of the other Subsidiaries, free and clear of any perfected security interests, and, to the Company's knowledge, any liens, encumbrances and equities and adverse claims; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in any Corporate Subsidiary are outstanding.
Sample 1
Corporate Subsidiaries. All of the issued and outstanding shares of capital stock of the Corporate Subsidiaries are duly authorized, validly issued, fully paid and nonassessable. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which any Corporate Subsidiary is a party or which are binding upon any Corporate Subsidiary relating to the issuance, disposition or acquisition of any shares of capital stock of a Corporate Subsidiary. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to any Corporate Subsidiary. There are no agreements, voting trusts, proxies or understandings with respect to the voting, or registration under the Securities Act of 1933, as amended (the "Securities Act"), of any Shares. None of the Shares were issued in violation of the Securities Act or other applicable laws. All of the Shares are owned of record and beneficially by the Seller and, at the time of the Closing, the Seller will have good title to the Shares, free and clear of any liens, charges, claims, pledges, voting trusts, proxies, securityholder or similar agreements, encumbrances or restrictions other than applicable securities law restrictions ("Share Encumbrances"). No third party holds any right of first refusal or similar right with respect to the Shares.
Sample 1
Corporate Subsidiaries. Subsidiary Jurisdiction Class of Stock Authorized Shares Outstanding Shares Holder A.D.E. of Ark-La-Tex, Inc. LA Common 1,000 100 (100%) ADESA, Inc. ADESA Importation Services, Inc. MI Common 60,000 100 (100%) ADESA, Inc. ADESA New Jersey, Inc. NJ Common 1,000 100 (100%) ADESA, Inc. ADESA Pennsylvania, Inc. PA Common 1,000 100 (100%) ADESA, Inc. ADESA Properties Canada, Inc. DE Common 3,000 100 (100%) ADESA Properties, Inc. ADESA Properties, Inc. DE Common 3,000 100 (100%) ADESA, Inc. ADESA Texas, Inc. TX Common 1,000,000,000 10,000 (100%) ADESA, Inc. AFC Funding Corporation IN Common 1,000 100 (100%) Automotive Finance Corporation Auto Banc Corporation NJ Common 1,000 100 (100%) ADESA, Inc. Automotive Finance Corporation IN Common 1,000 500 (100%) ADESA, Inc. Automotive Recovery Services, Inc. IN Common 1,000 100 (100%) ADESA, Inc. AutoVIN, Inc. IN Common 1,000 1,000 (100%) ADESA, Inc. ComSearch, Inc. RI Common 1,000 100 (100%) ADESA, Inc. IRT Receivables Corp. IN Common 1,000 1,000 (100%) Automotive Finance Corporation PAR, Inc. IN Common 1,000 100 (100%) ADESA, Inc. U.S. LLC Subsidiaries Subsidiary Jurisdiction Authorized Membership Interests (1) % of Outstanding LLC Interests of the Limited Liability Company Holder ADESA Ark-La-Tex, LLC LA Sole Member 100% A.D.E. of Ark-La-Tex, Inc. A.D.E. of Knoxville, LLC TN Sole Member 100% ADESA, Inc. ADESA Arkansas, LLC DE Sole Member 100% ADESA, Inc. ADESA Birmingham, LLC AL Sole Member 100% ADESA, Inc. ADESA California, LLC CA Sole Member 100% ADESA, Inc. ADESA Charlotte, LLC NC Sole Member 100% ADESA, Inc. ADESA Colorado, LLC CO Sole Member 100% ADESA, Inc. ADESA Des Moines, LLC IA Sole Member 100% ADESA, Inc. ADESA Florida, LLC FL Sole Member 100% ADESA, Inc. ADESA Indianapolis, LLC IN Sole Member 100% ADESA, Inc. ADESA Lansing, LLC MI Sole Member 100% ADESA, Inc. ADESA Lexington, LLC KY Sole Member 100% ADESA, Inc. ADESA Missouri, LLC MO Sole Member 100% ADESA, Inc. ADESA New York, LLC NY Sole Member 100% ADESA, Inc. ADESA Ohio, LLC OH Sole Member 100% ADESA, Inc. ADESA Oklahoma, LLC OK Sole Member 100% ADESA, Inc. ADESA Southern Indiana, LLC IN Sole Member 100% ADESA, Inc. ADESA Washington, LLC WA Sole Member 100% ADESA, Inc. ADESA Wisconsin, LLC WI Sole Member 100% ADESA, Inc. Auto Dealers Exchange of Concord, LLC MA Sole Member 100% ADESA, Inc. Auto Dealers Exchange of Memphis, LLC TN Sole Member 100% ADESA, Inc. ADESA Atlanta, LLC NJ Sole Member 100% ADESA New Jersey, Inc.
Sample 1

Related to Corporate Subsidiaries

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Organization; Subsidiaries (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary and where the failure to so qualify or be licensed would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

  • Capitalization; Subsidiaries (a) As of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter.

  • Investments and Subsidiaries (a) The Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except:

  • Equity Interests and Subsidiaries Schedule 3.07 sets forth (i) each Group Member and its jurisdiction of incorporation or organization as of the SecondFourth Amendment FundingEffective Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the SecondFourth Amendment FundingEffective Date. All Equity Interests of each Group Member are duly and validly issued and are fully paid and non-assessable, and, other than the Equity Interests of Holdings, are owned by Holdings, directly or indirectly, through Wholly Owned Subsidiaries. All Equity Interests of the Borrower are owned directly by Holdings. Each Loan Party is the record, legal and beneficial owner of, and has good and valid title to, the Equity Interests pledged by (or purported to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons (other than Permitted Equity Liens), and, as of the SecondFourth Amendment FundingEffective Date, there are no outstanding warrants (other than the Warrants, the warrants described in Section 3.17 of the Fourth Amendment and the Fourth Amendment Warrants, if any, issued on the Fourth Amendment Effective Date), options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests (or any economic or voting interests therein).

  • 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.

  • Material Subsidiaries Each of the Borrower's Material Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

  • Inactive Subsidiaries The Inactive Subsidiaries do not own any material assets and do not engage in any business activity whatsoever.

  • Capitalization and Subsidiaries Borrower’s capitalization as of the Closing Date is set forth on Schedule 5.14 annexed hereto. Borrower does not own any stock, partnership interest or other securities of any Person, except for Permitted Investments. Attached as Schedule 5.14, as may be updated by Borrower in a written notice provided after the Closing Date, is a true, correct and complete list of each Subsidiary.

  • Future Subsidiaries If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

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