Partial Subsidiaries Sample Clauses
Partial Subsidiaries. (a) For purposes of this Agreement, the term “Partial Subsidiaries” means any and all corporations, partnerships and limited liability companies in which any Seller owns or holds common stock, partnership interests or membership interests amounting to less than one hundred percent (100%) of the total outstanding common stock, partnership interests or membership interests of such entity.
(b) Schedule 3.26 sets forth for each Partial Subsidiary: (1) its name and jurisdiction of incorporation or organization; (2) the Ownership Interest held by the appropriate Seller and which will be assigned to the appropriate Buyer; (3) its directors and officers, general partners or managers, as the case may be; and (4) its U.S. federal income tax classification.
(c) Sellers have delivered to Buyers accurate and complete copies, as applicable, of the articles of incorporation, charter, bylaws, operating agreement, partnership agreement, or shareholders or membership agreement, as amended to date, of each Partial Subsidiary.
(d) The appropriate Seller has title to the Ownership Interest of the respective Partial Subsidiaries. Except as set forth on Schedule 3.26, Sellers have the right to sell, assign, transfer and deliver the same to Buyers, free and clear of all claims, security interests, Liens, pledges, charges, escrows, options, proxies, rights of first refusal, preemptive rights, mortgages, hypothecations, prior assignments, title retention agreements, indentures, security agreements or any other limitation, encumbrance or restriction of any kind, except those arising under applicable federal or state securities laws.
Partial Subsidiaries. (a) For purposes of this Agreement, the term “Partial Subsidiary” means any corporation, partnership, limited liability company or other entity in which any Seller owns or holds common stock, partnership interests, membership interests or other interests amounting to less than one hundred percent (100%) of the total outstanding common stock, partnership interests, membership or other interests of such entity. “Partial Subsidiaries” means all such persons and entities.
Partial Subsidiaries. (a) Schedule 3.30(a) sets forth for each Partial Subsidiary (as defined in Section 3.30(g)): (1) its name and jurisdiction of incorporation or organization; (2) the number of authorized shares of each class of its capital stock or other equity or non-equity interests; (3) the number of issued and outstanding shares of each class of its capital stock or other equity or non-equity interests, the names of the holders thereof, and the number of shares or other equity or non-equity interests held by each such holder; (4) the number of shares of its capital stock or other equity interests held in treasury; and (5) its directors or governing board members and officers.
(b) To the best knowledge of Seller, each Partial Subsidiary: (1) if it is a for profit or nonprofit corporation, is duly incorporated, validly existing and in good standing under the laws of the state of its incorporation and is duly qualified and in good standing as a foreign corporation in the jurisdiction of its principal place of business if not incorporated therein; (2) if it is a limited liability company, is duly organized, validly existing and, if applicable, in good standing under the laws of the state of its organization and is duly qualified and, if applicable, in good standing as a foreign limited liability company in the jurisdiction of its principal place of business if not organized therein; and (3) if it is a partnership, trust or other entity, is duly formed, validly existing and, if applicable, in good standing in the jurisdiction of its principal place of business if not formed therein. To the best knowledge of Seller, each Partial Subsidiary has full corporate, limited liability company, partnership, trust or other applicable power and authority and all licenses and permits (including authorizations to do business in any applicable state) necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage, and to own and use the properties owned and used by it.
(c) Seller has delivered to Buyer accurate and complete copies, as applicable, of the articles of incorporation, charter, bylaws, operating agreement, partnership agreement, or shareholders or membership agreement, as amended to date, of each Partial Subsidiary. Except as set forth on Schedule 3.30(c), to the best knowledge of Seller, all of the issued and outstanding shares of capital stock or other equity or non-equity interests of each Partial Subsidiary have been duly authorized a...