SOLD SUBSIDIARIES Sample Clauses

SOLD SUBSIDIARIES. Except as set forth on Schedule 1.1(d) (and ----------------- except for Nominee Shares), all of the issued and outstanding shares of capital stock of each Sold Subsidiary are owned, directly or indirectly, beneficially and of record by one of the Sellers as set forth on Schedule 1.1(d), free and clear of all Liens, except as set forth on Schedule 1.1(d). For purposes of this Section 4.1(p), "beneficial ownership" of any shares of capital stock shall mean having or sharing the power to direct or control the voting or disposition of such shares of capital stock. All of such outstanding shares of capital stock have been duly and validly authorized and issued and are fully paid and non- assessable. Except (i) for any Nominee Shares and (ii) as set forth in Schedule 1.1(d), there are no shares of capital stock of or other equity interests in any Sold Subsidiary outstanding. Except as set forth in Schedule 1.1(d), none of the shares of capital stock of or other equity interests in any Sold Subsidiary has been issued in violation of, or are subject to, any purchase option, call, right of first refusal or preemptive, subscription or similar rights under any provision of applicable law, the certificate of incorporation or by-laws (or comparable organizational documents) of any Sold Subsidiary or any Contracts. Except as set forth in Schedule 1.1(d), there are no outstanding warrants, options, rights, "phantom" stock rights, convertible or exchangeable securities or other agreements to or instruments (other than this Agreement) pursuant to which any Seller or any Sold Subsidiary is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock of or other equity interests in any Sold Subsidiary.
Sample 1
AutoNDA by SimpleDocs
SOLD SUBSIDIARIES. The authorized and outstanding capital stock of each Sold Subsidiary is as set forth on Schedule 1.1(h),
Sample 1
SOLD SUBSIDIARIES. Each Sold Subsidiary is a corporation duly ------------------ organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to own its assets and to carry on its business as now being conducted. Except as disclosed to Purchaser prior to the execution of this Agreement, Seller has heretofore delivered to Purchaser true and complete copies of the certificate of incorporation and by-laws of each Sold Subsidiary, as amended through the date of this Agreement. The authorized and outstanding capital stock of each Sold Subsidiary is as set forth on Schedule 3.1(r), and, except as set forth on such Schedule (and except for directors' qualifying shares), one of Sellers is the record and beneficial owner of all such outstanding capital stock.
Sample 1
SOLD SUBSIDIARIES. Except as set forth in Schedule 1.1(g) (and ----------------- except for Nominee Shares), all of the issued and outstanding shares of capital stock of each Sold Subsidiary are owned, directly or indirectly, beneficially and of record by one of the Sellers as set forth in Schedule 1.1(g), free and clear of all Liens, except as set forth in Schedule 1.1(g). For purposes of this Section 4.1(p), "beneficial ownership" of any shares of capital stock shall
Sample 1
SOLD SUBSIDIARIES. If, after the Effective Date of this Policy, the Named Insured sells a Subsidiary, that Subsidiary will continue to be an Insured for the duration of the Policy Period, but only with respect to Claims for Wrongful Acts or First Party Insured Events that occur on or after the applicable Retroactive Date and prior to the effective date of the sale. The Named Insured must give the Company written notice of any such sale within sixty (60) days of the effective date of the sale. There will be no return premium.
Sample 1

Related to SOLD SUBSIDIARIES

  • Excluded Subsidiaries The Borrower:

  • Investments and Subsidiaries (a) The Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except:

  • Equity Interests and Subsidiaries Schedule 3.07 sets forth (i) each Group Member and its jurisdiction of incorporation or organization as of the SecondFourth Amendment FundingEffective Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the SecondFourth Amendment FundingEffective Date. All Equity Interests of each Group Member are duly and validly issued and are fully paid and non-assessable, and, other than the Equity Interests of Holdings, are owned by Holdings, directly or indirectly, through Wholly Owned Subsidiaries. All Equity Interests of the Borrower are owned directly by Holdings. Each Loan Party is the record, legal and beneficial owner of, and has good and valid title to, the Equity Interests pledged by (or purported to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons (other than Permitted Equity Liens), and, as of the SecondFourth Amendment FundingEffective Date, there are no outstanding warrants (other than the Warrants, the warrants described in Section 3.17 of the Fourth Amendment and the Fourth Amendment Warrants, if any, issued on the Fourth Amendment Effective Date), options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests (or any economic or voting interests therein).

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Future Subsidiaries If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

  • Company Subsidiaries As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

  • Designated Subsidiaries (a) DESIGNATION. The Company may at any time, and from time to time, by delivery to the Agent of a Designation Agreement duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit E hereto, designate such Subsidiary as a "Designated Subsidiary" for purposes of this Agreement and such Subsidiary shall thereupon become a "Designated Subsidiary" for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of each such designation by the Company and the identity of the respective Subsidiary.

  • Inactive Subsidiaries The Inactive Subsidiaries do not own any material assets and do not engage in any business activity whatsoever.

  • Domestic Subsidiaries On the Effective Date, Schedule 4 sets forth a true and complete list of the Domestic Subsidiaries.

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