Ownership of Seller Subsidiaries. Seller has Previously Disclosed the name, jurisdiction of incorporation and percentage ownership of each direct or indirect Seller Subsidiary and identified Seller Bank as its only Significant Subsidiary. Except for (x) capital stock of Seller Subsidiaries, (y) securities and other interests held in a fiduciary capacity and beneficially owned by third parties or taken in consideration of debts previously contracted and (z) securities and other interests which are Previously Disclosed, Seller does not own or have the right to acquire, directly or indirectly, any outstanding capital stock or other voting securities or ownership interests of any corporation, bank, savings association, partnership, joint venture or other organization, other than investment securities representing not more than 5% of any entity. The outstanding shares of capital stock or other ownership interests of each Seller Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and are directly owned by Seller free and clear of all liens, claims, encumbrances, charges, pledges, restrictions or rights of third parties of any kind whatsoever. No rights are authorized, issued or outstanding with respect to the capital stock or other ownership interests of Seller Subsidiaries and there are no agreements, understandings or commitments relating to the right of Seller to vote or to dispose of such capital stock or other ownership interests.
Ownership of Seller Subsidiaries. 12 3.4 Organization, Standing and Authority of Seller Subsidiaries...............................12 3.5 Authorized and Effective Agreement........................................................12 3.6
Ownership of Seller Subsidiaries. 11 3.4 ORGANIZATION, STANDING AND AUTHORITY OF SELLER SUBSIDIARIES...12 3.5
Ownership of Seller Subsidiaries. The shares of capital stock in Seller consist of 1,000 shares of common stock (collectively, the “Shares”), of which 26 Shares are issued and outstanding. All of the issued and outstanding Shares are owned of record by Xxxxxxx Power Corporation, a wholly-owned subsidiary of Seller Parent. All of the issued and outstanding Shares are beneficially owned by Seller Parent. Seller has not had, nor does it currently have, any Subsidiaries, except Protonex, LLC. Except for Protonex, LLC, Seller has never owned, nor does it currently own, any capital stock or other proprietary interest, directly or indirectly, in any other Person. Protonex, LLC does not have, and has not had, title to any Acquired Assets. 2 3.3
Ownership of Seller Subsidiaries. 10 3.4 Organization, Standing and Authority of Seller Subsidiaries. . . . . . . . . . . . . . . . . . . 11 3.5
Ownership of Seller Subsidiaries. Seller has Previously Disclosed the name, jurisdiction of incorporation and percentage ownership of each direct or indirect Seller Subsidiary and identified Seller Bank as its only
Ownership of Seller Subsidiaries. Set forth on Schedule 3.3 is a list of the name, jurisdiction of incorporation, and percentage ownership of each direct or indirect Subsidiary of Seller. Seller Bank is Seller's only Significant Subsidiary. Except for (x) capital stock of Subsidiaries of Seller, (y) securities and other interests held in a fiduciary capacity and beneficially owned by third parties or taken in consideration of debts previously contracted, and (z) securities and other interests set forth on Schedule 3.3, Seller does not own or have the right to acquire, directly or indirectly, any outstanding capital stock or other voting securities or ownership interests of any corporation, bank, savings association, partnership, joint venture, or other organization, other than investment securities representing not more than 5% of any entity. The outstanding shares of capital stock or other ownership interests of each Subsidiary of Seller have been duly authorized and validly issued, are fully paid and nonassessable (except to the extent the stock of Seller Bank is assessable by the OCC pursuant to Section 55 of the National Bank Act, 12 U.S.C. Section 1 et seq.), and are owned by Seller free and clear of all liens, claims, encumbrances, charges, pledges, restrictions, or rights of third parties of any kind whatsoever. No Rights are authorized, issued, or outstanding with respect to the capital stock or other ownership interests of any Subsidiary of Seller and there are no agreements, understandings, or commitments relating to the right of Seller to vote or to dispose of such capital stock or other ownership interests.
Ownership of Seller Subsidiaries. Seller has identified each ------------------------------------ Seller Subsidiary in the Seller Disclosure Letter. Seller owns all of the issued and outstanding shares of common stock of each of the Seller Subsidiaries. The shares of capital stock of each Seller Subsidiary are owned by Seller free and clear of all liens, claims, encumbrances and restrictions on transfer (other than those imposed by Applicable Law) and there are no rights with respect to such capital stock.
Ownership of Seller Subsidiaries. Harvard is the sole record and beneficial owner of all of the shares of capital stock of the Seller, free and clear of any Liens (other than as set forth on Schedule 5.3). Except as set forth on Schedule 5.3, there is not outstanding any security, option, warrant, right, agreement, understanding or commitment of any kind entitling any person to acquire any shares of capital stock of the Seller. There are no agreements, commitments or restrictions relating to ownership or voting of any shares of stock or other securities of the Seller, other than those agreements listed on Schedule 5.3. Except as set forth on Schedule 5.3, the Seller has no subsidiaries and has no equity interest in any corporation, partnership, joint venture or other entity. Except as set forth on Schedule 5.3, Harvard has conducted the Business only through the Seller.
Ownership of Seller Subsidiaries. The Seller will continue to directly or indirectly own at least the percentage of the issued and outstanding shares of the capital stock of each of the Seller Subsidiaries as indicated in Schedule VI hereof; provided, that upon thirty days' prior written notice to the Purchasers, the Seller may sell or otherwise convey or dispose of the stock of any Seller Subsidiary and upon the effective date of such sale, such subsidiary shall no longer be a Seller Subsidiary under this Agreement; provided, further, that if the Required Purchasers determine, in their sole discretion, that the Events of Termination in Section 7.01(i) are no longer reasonable or protective as a result of such sale, the Required Purchasers may modify the provisions of such Section 7.01(i) with the consent of the Seller (which consent shall not be unreasonably withheld or delayed).
