Purchaser Subsidiaries Clause Samples
The 'Purchaser Subsidiaries' clause defines how the rights, obligations, or benefits under an agreement extend to companies that are subsidiaries of the purchaser. Typically, this clause clarifies whether subsidiaries can participate in transactions, receive goods or services, or be held responsible for certain obligations under the contract. For example, it may specify that any company controlled by the purchaser is entitled to purchase products at the same terms as the parent company. The core function of this clause is to ensure clarity regarding the scope of the agreement, preventing disputes about whether subsidiaries are included or excluded from contractual provisions.
Purchaser Subsidiaries. PURCHASER has Previously Disclosed all of ---------------------- the PURCHASER Subsidiaries as of the date of this Agreement. PURCHASER owns all of the issued and outstanding shares of capital stock of each PURCHASER Subsidiary. No equity securities of any PURCHASER Subsidiary are or may become required to be issued (other than to a PURCHASER Company) by reason of any options, warrants, scrip, rights to subscribe to, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of any such Subsidiary, and there are no Contracts by which any PURCHASER Subsidiary is bound to issue (other than to a PURCHASER Company) additional shares of its capital stock or options, warrants, or rights to purchase or acquire any additional shares of its capital stock or by which any PURCHASER Company is or may be bound to transfer any shares of the capital stock of any PURCHASER Subsidiary (other than to a PURCHASER Company). There are no Contracts relating to the rights of any PURCHASER Company to vote or to dispose of any shares of the capital stock of any PURCHASER Subsidiary. All of the shares of capital stock of each PURCHASER Subsidiary held by a PURCHASER Company are fully paid and nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the PURCHASER Company free and clear of any Lien. Each PURCHASER Subsidiary is either a bank or a corporation, and is duly organized, validly existing, and (as to corporations) in good standing under the Laws of the jurisdiction in which it is incorporated or organized, and has the corporate power and authority necessary for it to own, lease and operate its Assets and to carry on its business as now conducted. Each PURCHASER Subsidiary is duly qualified or licensed to transact business as a foreign corporation in good standing in the States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on PURCHASER. Each PURCHASER Subsidiary that is a depository institution is an insured institution as defined in the Federal Deposit Insurance Act and applicable regulations thereunder.
Purchaser Subsidiaries. Except as would not reasonably be expected to have a Purchaser Material Adverse Effect, each Purchaser Subsidiary that is a corporation: (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (ii) has all necessary power and authority to own, operate or lease the properties and assets owned, operated or leased by such Purchaser Subsidiary and to carry on its business as it has been and is currently conducted by such Purchaser Subsidiary and (iii) is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary or desirable.
Purchaser Subsidiaries. 18 Section 5.5 Financial Statements................................................................ 18 Section 5.6 Absence of Undisclosed Liabilities.................................................. 19 Section 5.7 Absence of Certain Changes or Events................................................ 19 Section 5.8
Purchaser Subsidiaries. Except as disclosed in Section 3.5 of the Purchaser Disclosure Schedule, the list of Subsidiaries of the Purchaser filed by the Purchaser with its most recent Purchaser SEC Document (as defined in Section 3.6 of this Agreement) on Form 10K for the fiscal year ended September 30, 2013 (or incorporated therein by reference) is a true and complete list of all of the Subsidiaries of the Purchaser. The Purchaser or one of its Subsidiaries owns all of the issued and outstanding shares of capital stock of each of the Subsidiaries of the Purchaser.
Purchaser Subsidiaries. 28 SECTION 4.03. Capital Structure..............................................29 SECTION 4.04. Authority; Noncontravention; Consents..........................30 SECTION 4.05. SEC Documents; Financial Statements; Undisclosed Liabilities...31 SECTION 4.06. Absence of Certain Changes or Events...........................32 SECTION 4.07. Litigation.....................................................32 SECTION 4.08. Purchaser Properties...........................................32 SECTION 4.09. Environmental and Other Permits and Licenses; Related Matters..33 SECTION 4.10.
Purchaser Subsidiaries. (a) Following the signing of this Agreement, the Purchaser shall incorporate the following wholly owned subsidiaries:
(i) a corporation incorporated under the laws of Delaware or Pennsylvania and having such name as may be determined by the Purchaser, acting reasonably ("Subco 1"); and
(ii) a corporation incorporated under the laws of British Columbia and having a numbered name or such other name as may be determined by the Purchaser, acting reasonably ("Subco 2", and together wih Subco 1, the "Purchaser Subsidiaries");
(b) The organization of Subco 1 shall be as follows:
Purchaser Subsidiaries. Section 4.04 of the Purchaser Disclosure Schedule contains a correct and complete list of each subsidiary of Melita and the jurisdiction in which each such subsidiary is incorporated or organized. Section 4.04 of the Purchaser Disclosure Schedule sets forth for each subsidiary of Melita the holder or holders of its capital stock, each of which is either Melita or one of its subsidiaries. Except for the capital stock of its subsidiaries, Melita does not own, directly or indirectly, any capital stock or other ownership interest in any Person. No subsidiary of Melita owns, directly or indirectly, any capital stock or other ownership interest in any Person, except for the capital stock and/or other ownership interest in another wholly-owned subsidiary of Melita.
Purchaser Subsidiaries. Section 4.3
Purchaser Subsidiaries. The Parties acknowledge that, as of the date of this Agreement, the Purchaser has not yet formed any of the Purchaser Subsidiaries. Each of Purchaser and Mainco hereby agree to take all steps reasonably necessary to (a) form the Purchaser Subsidiaries as soon as possible or, with respect to Germany, acquire a shelf company, (b) make the Purchaser Subsidiaries parties to this Agreement, including providing for representations, warranties, covenants and agreements equivalent to those made by the other Purchasing Entities under this Agreement, and (c) obtain all franchises, licenses, approvals, permits and other authorizations necessary to enable the Purchaser Subsidiaries to consummate the purchase of the Purchased Assets and the assumption of the Assumed Liabilities as contemplated by this Agreement.
Purchaser Subsidiaries. No capital stock or membership interest, as applicable, of any of the Purchaser Subsidiaries is or may become required to be issued (other than to Purchaser or any other Purchaser Subsidiary) by reason of any options, warrants, scrip, rights to subscribe to, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of any Purchaser Subsidiary. There are no contracts, commitments, understandings or arrangements relating to the rights of Purchaser to vote or to dispose of shares of the capital stock or membership interest, as applicable, of any Purchaser Subsidiary. All of the shares of capital stock or membership interest, as applicable, of each Purchaser Subsidiary held by Purchaser or a Purchaser Subsidiary are fully paid and nonassessable and are owned by Purchaser or such Purchaser Subsidiary free and clear of any claim, lien or encumbrance.