Ownership of the Xxxxxxxx Island Subsidiaries Sample Clauses

Ownership of the Xxxxxxxx Island Subsidiaries. The Operating Company owns 100% of the equity interests in each Xxxxxxxx Islands Subsidiary; such equity interests have been duly authorized and been validly issued in accordance with the organizational documents of each Xxxxxxxx Islands Subsidiary and are fully paid (to the extent required under the organizational documents of each Xxxxxxxx Island Subsidiary) and nonassessable (except as such nonassessability may be affected by the applicable statutes of the Xxxxxxxx Islands for each Operating Subsidiary); and to our knowledge, the Operating Company owns such equity interests free and clear of all Liens other the Liens listed on Schedule VI hereto.
Sample 1
AutoNDA by SimpleDocs
Ownership of the Xxxxxxxx Island Subsidiaries. The Operating Company owns, directly or indirectly, 100% of the membership interest in each Xxxxxxxx Islands Subsidiary; such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of each Xxxxxxxx Islands Subsidiary and are fully paid (to the extent required under each Xxxxxxxx Islands Subsidiary's limited liability company agreement) and nonassessable; and, to counsel's knowledge, the Operating Company owns such membership interests free and clear of all Liens other the Liens pursuant to the credit agreements and related security agreements disclosed or referred to in the Prospectus. Immediately following the closing of the acquisition of the Acquisition Subsidiaries according to the terms and conditions set forth in the Purchase Agreement, the Operating Company will own, directly or indirectly, 100% of the membership interest in each of the Acquisition Subsidiaries; such membership interests will be duly authorized and validly issued in accordance with the limited liability company agreement of each Acquisition Subsidiary and will be fully paid (to the extent required under each Acquisition Subsidiary's limited liability company agreement) and nonassessable; and to our knowledge, the Operating Company owns such membership interests free and clear of all Liens other than Liens pursuant to the credit agreements and related security agreements disclosed or referred to in the Prospectus.
Sample 1

Related to Ownership of the Xxxxxxxx Island Subsidiaries

  • Ownership of the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • Ownership of the Borrower Except as set forth in the Partnership Agreement of the Borrower, the Borrower has no obligation to any Person to purchase, repurchase or issue any ownership interest in it.

  • Ownership of Subsidiaries The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a wholly owned Subsidiary.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Ownership of the Obligors An Obligor (other than the Company) is not or ceases to be a Subsidiary of the Company.

  • Incorporation and Good Standing of the Company and its Subsidiaries The Company has been duly incorporated and is validly existing as a corporation in good standing under the law of its jurisdiction of incorporation with full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly authorized and are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claims.

  • Organization and Ownership of Shares of Subsidiaries; Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Change in Ownership of the Company A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change of Control; or

  • Organization and Ownership of Shares of Subsidiaries (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.

Time is Money Join Law Insider Premium to draft better contracts faster.