Ownership of Subsidiary. All the outstanding shares of the capital stock or other ownership interests in Thrift are validly issued, fully paid, nonassessable and owned beneficially and of record by FFBS or Thrift free and clear of any Encumbrance. There are no outstanding rights to purchase or acquire any capital stock of any FFBS subsidiary and no oral or written agreement, contract, arrangement, understanding, plan or instrument of any kind to which any of FFBS or any of its affiliates is subject with respect to the issuance, voting or sale of issued or unissued shares of the capital stock of Thrift. Except as disclosed in Schedule 6.7 hereto, neither FFBS nor Thrift owns any of the capital stock or other equity securities (including any rights with respect to such securities) of or profit participation in any person or "company" (as defined in Section 10(a)(1)(C) of the HOLA) other than the Federal Home Loan Bank of Dallas and Thrift.
Ownership of Subsidiary. The Corporation is the recorded and beneficial owner of all of the equity interests of the Subsidiary, free and clear of any lien. All outstanding equity interests in the Subsidiary have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to any pre- emptive rights. As of the date of this Agreement, there are no outstanding (i) securities of the Corporation or its Subsidiary convertible into or exchangeable for common shares or other voting securities or ownership interests in the Subsidiary, (ii) options, subscriptions, restricted shares, appreciation rights, “profits interests,” “phantom” units, warrants, calls, claims, rights of first refusal, rights (including pre-emptive rights), arrangements or other agreements or commitments to acquire from the Corporation or its Subsidiary, or obligations of the Corporation or its Subsidiary to issue, any equity interests, common shares, voting securities or other ownership interests in (or securities convertible into or exchangeable for common shares or voting securities or other ownership interests in) the Subsidiary, (iii) obligations of the Corporation or its Subsidiary to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to the issuance of any common shares, equity interest, voting securities or other ownership interests in the Subsidiary (the items in clauses (i), (ii) and (iii), together with the equity securities of such Subsidiary, being referred to collectively as “Subsidiary Securities”), or (iv) obligations of the Corporation or its Subsidiary to make any payment directly or indirectly based (in whole or in part) on the value of any equity securities of the Subsidiary. There are no outstanding obligations, commitments or arrangements, contingent or otherwise, of the Corporation or its Subsidiary to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. There are no voting trusts or shareholder agreements, proxies or other agreements or understandings to which the Corporation is a party with respect to the voting of equity securities or any ownership interests in the Subsidiary or agreements or understandings relating to the sale or transfer (including agreements imposing transfer restrictions) of the ownership interests in the Subsidiary.
Ownership of Subsidiary. Seller's sole operating subsidiary is UMSI, a Delaware corporation. The authorized capital stock of UMSI consists of 100 shares of UMSI Common, par value $20.00 per share. No other classes of capital stock of UMSI are authorized. As of the date hereof, one share of UMSI Common is issued and outstanding, and no other shares of capital stock of UMSI are issued and outstanding. All outstanding shares of UMSI Common have been duly authorized and are validly issued, fully paid and nonassessable. No shares of capital stock have been reserved for any purpose. UMSI has no Rights authorized, issued or outstanding with respect to the capital stock of UMSI. Seller is the sole holder of 100% of the issued and outstanding capital stock of UMSI, free and clear of all Liens, encumbrances, charges, defaults, pledges or equitable interests other than the Lien of BancFirst. UMSI is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia with full corporate power and authority to carry on its business as it is currently being conducted in any other state of the United States or foreign jurisdiction where such failure would have a material adverse effect on the financial condition, results of operations, business or business prospects of UMSI.
Ownership of Subsidiary. BEPI owns or prior to the Effective Date will own 100 shares of Subsidiary's Common Stock, which shares represent all of the issued and outstanding shares of the Subsidiary.
Ownership of Subsidiary. As of the Closing Date, the Company shall own 85% of the outstanding capital stock of the Subsidiary. The Company shall acquire the remaining 15% of the outstanding capital stock of the Subsidiary which is not owned by the Company in accordance with Section 3.1(c) hereof and in accordance with the provisions of the Stock Purchase Agreement between the Company and the Majority Shareholders of the Subsidiary, dated as of August 14, 1998.
Ownership of Subsidiary. All of the outstanding shares of capital stock of Subsidiary have been issued to Sunburst and, immediately following the Effective Date, shall continue to be owned by and registered in the name of Sunburst on the Surviving Corporation's shareholder register and shall continue to represent all of the issued and outstanding shares of the Surviving Corporation.
Ownership of Subsidiary. Parent owns all the issued and outstanding capital stock of Subsidiary. Subsidiary as formed solely for the purposes of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.
Ownership of Subsidiary the Material Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the requisite corporate power and capacity to own, lease and operate its properties and to conduct its business as now carried on by it or as expected to be carried on by it;
Ownership of Subsidiary. Stem Cell beneficially owns, directly or indirectly, all of the outstanding shares or other ownership interests of each of Acquisitionco and Stem Cell Therapeutics Inc. free and clear of any material Encumbrances.
Ownership of Subsidiary. Except as disclosed in the Offering Memorandum, the Company owns directly all of the equity interests of the Subsidiary, free and clear of any and all liens, encumbrances and restrictions, and the issued and outstanding equity interests of the Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights. Neither the Company nor the Subsidiary is a party to any material joint venture, nor has any ownership interest in any other entity that is material to the Company and not disclosed in the Offering Memorandum.
