Common use of Significant Subsidiaries Clause in Contracts

Significant Subsidiaries. Section 4.01(c) of the Polaris Disclosure Letter sets forth as of December 31, 2015 each of Polaris’ Significant Subsidiaries and the ownership interest of Polaris in each such Subsidiary. Each of Polaris’ Significant Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation. Each of Polaris’ Significant Subsidiaries is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or assets or its conduct of business requires it to be so qualified, except where the failure to be so qualified or in good standing has not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to Polaris. As of the date of this Agreement, Polaris, owns, directly or indirectly, its outstanding equity securities of each of its Significant Subsidiaries set forth in Section 4.01(c) of the Polaris Disclosure Letter free and clear of any Liens other than Permitted Liens, and there are no contracts, commitments, understandings, or arrangements relating to its rights to vote or to dispose of such securities. The outstanding equity securities of each of Polaris’ Significant Subsidiaries have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights).

Appears in 3 contracts

Samples: Agreement and Plans of Merger (Northstar Realty Finance Corp.), Agreement and Plans of Merger (Barrack Thomas Jr), Agreement and Plans of Merger (Colony Capital, Inc.)

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Significant Subsidiaries. Section 4.01(c4.03(c) of the Polaris Constellation Disclosure Letter sets forth as of December 31, 2015 each of Polaris’ Constellation’s Significant Subsidiaries and the ownership interest of Polaris Constellation in each such Subsidiary. Each of Polaris’ Constellation’s Significant Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation. Each of Polaris’ Constellation’s Significant Subsidiaries is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or assets or its conduct of business requires it to be so qualified, except where the failure to be so qualified or in good standing has not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to PolarisConstellation. As of the date of this Agreement, Polaris, Constellation owns, directly or indirectly, its outstanding equity securities of each of its Significant Subsidiaries set forth in Section 4.01(c4.03(c) of the Polaris Constellation Disclosure Letter free and clear of any Liens other than Permitted Liens, and there are no contracts, commitments, understandings, or arrangements relating to its rights to vote or to dispose of such securities. The outstanding equity securities of each of Polaris’ Constellation’s Significant Subsidiaries have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights).

Appears in 3 contracts

Samples: Agreement and Plans of Merger (Barrack Thomas Jr), Agreement and Plans of Merger (Northstar Realty Finance Corp.), Agreement and Plans of Merger (Colony Capital, Inc.)

Significant Subsidiaries. Section 4.01(c) of the Polaris Nova I Disclosure Letter sets forth as of December 31, 2015 the date hereof each of Polaris’ Nova I’s Significant Subsidiaries and the ownership interest of Polaris Nova I in each such Significant Subsidiary. Each of Polaris’ Nova I’s Significant Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation. Each of Polaris’ Nova I’s Significant Subsidiaries is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or assets or its conduct of business requires it to be so qualified, except where the failure to be so qualified or in good standing has not resulted in or in, and would not reasonably be expected to result in in, a Nova I Material Adverse Effect with respect to PolarisEffect. As of the date of this Agreement, Polaris, Nova I owns, directly or indirectly, its outstanding equity securities of each of its Significant Subsidiaries set forth in Section 4.01(c) of the Polaris Nova I Disclosure Letter free and clear of any Liens other than Permitted Liens, and there are no contracts, commitments, understandings, or arrangements relating to its rights to vote or to dispose of such securities. The outstanding equity securities of each of Polaris’ Nova I’s Significant Subsidiaries have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights).

Appears in 3 contracts

Samples: Limited Liability Company Agreement (NorthStar Real Estate Income II, Inc.), Limited Liability Company Agreement (NorthStar Real Estate Income II, Inc.), Limited Liability Company Agreement (Colony NorthStar, Inc.)

Significant Subsidiaries. Section 4.01(c4.02(c) of the Polaris Sirius Disclosure Letter sets forth as of December 31, 2015 each of PolarisSirius’ Significant Subsidiaries and the ownership interest of Polaris Sirius in each such Subsidiary. Each of PolarisSirius’ Significant Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation. Each of PolarisSirius’ Significant Subsidiaries is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or assets or its conduct of business requires it to be so qualified, except where the failure to be so qualified or in good standing has not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to PolarisSirius. As of the date of this Agreement, Polaris, Sirius owns, directly or indirectly, its outstanding equity securities of each of its Significant Subsidiaries set forth in Section 4.01(c4.02(c) of the Polaris Sirius Disclosure Letter free and clear of any Liens other than Permitted Liens, and there are no contracts, commitments, understandings, or arrangements relating to its rights to vote or to dispose of such securities. The outstanding equity securities of each of PolarisSirius’ Significant Subsidiaries have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights).

Appears in 3 contracts

Samples: Agreement and Plans of Merger (Colony Capital, Inc.), Agreement and Plans of Merger (Northstar Realty Finance Corp.), Agreement and Plans of Merger (Barrack Thomas Jr)

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Significant Subsidiaries. Section 4.01(c4.02(c) of the Polaris Nova II Disclosure Letter sets forth as of December 31, 2015 the date hereof each of Polaris’ Nova II’s Significant Subsidiaries and the ownership interest of Polaris Nova II in each such Significant Subsidiary. Each of Polaris’ Nova II’s Significant Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation. Each of Polaris’ Nova II’s Significant Subsidiaries is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or assets or its conduct of business requires it to be so qualified, except where the failure to be so qualified or in good standing has not resulted in or in, and would not reasonably be expected to result in in, a Nova II Material Adverse Effect with respect to PolarisEffect. As of the date of this Agreement, Polaris, Nova II owns, directly or indirectly, its outstanding equity securities of each of its Significant Subsidiaries set forth in Section 4.01(c4.02(c) of the Polaris Nova II Disclosure Letter free and clear of any Liens other than Permitted Liens, and there are no contracts, commitments, understandings, or arrangements relating to its rights to vote or to dispose of such securities. The outstanding equity securities of each of Polaris’ Nova II’s Significant Subsidiaries have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights).

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Colony NorthStar, Inc.), Limited Liability Company Agreement (NorthStar Real Estate Income II, Inc.)

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