Subsidiaries and Equity Investments Clause Examples
Subsidiaries and Equity Investments. Schedule 3.4 sets forth the name, jurisdiction of incorporation, authorized capitalization and share ownership of the only direct or indirect subsidiary of Seller (the "Acquired Subsidiary") and the jurisdictions in which the Acquired Subsidiary is qualified to do business. As used in the first sentence of this Section 3.4, the term "subsidiary" means any corporation of which Seller, directly or indirectly, owns or controls capital stock representing more than fifty percent of the general voting power under ordinary circumstances of such corporation, except for Buyer, Buyer Parent, American Converting Paper Corporation and any subsidiary of Buyer Parent. Except as disclosed in Schedule 3.4 and except for securities of Buyer Parent, American Converting Paper Corporation and any subsidiary of Buyer Parent, Seller does not own, directly or indirectly, any capital stock or other equity securities of any corporation or have any direct or indirect equity or ownership interest, including interests in partnerships and joint ventures, in any business not listed in Schedule 3.4. Except as disclosed in Schedule 3.4, all of the outstanding capital stock of the Acquired Subsidiary is owned by Seller free and clear of all Encumbrances. All such shares of capital stock have been duly authorized, validly issued and are fully paid and nonassessable. There are no outstanding options, warrants or other rights of any kind to acquire any additional shares of capital stock of the Acquired Subsidiary or securities convertible into or exchangeable for, or that otherwise confer on the holder thereof any right to acquire, any such additional shares, nor is the Acquired Subsidiary committed to issue any such option, warrant, right or security. The Acquired Subsidiary is a corporation duly organized and validly existing and has made all necessary corporate filings required to be made by the Acquired Subsidiary under the laws of its jurisdiction of organization to keep the Acquired Subsidiary in good standing under such laws and has all corporate power and authority to carry on its business as now being conducted and to own its properties and is duly licensed or qualified and in good standing as a foreign corporation in each jurisdiction in which it is required to be so licensed or so qualified, except where the failure to be so licensed or so qualified would not have a Material Adverse Effect on the Acquired Business. Seller has heretofore delivered to Buyer and Buyer Parent complete...
Subsidiaries and Equity Investments. (a) Section 3.3 of the Company Disclosure Schedule sets forth (i) the name of each corporation that is a "Significant Subsidiary" (as such term is defined in Rule 1-02 of Regulation S-X of the Securities and Exchange Commission (the "Commission") (such subsidiaries hereinafter referred to collectively as "Subsidiaries" and individually as a "Subsidiary", and collectively with the Company, the "Companies")), (ii) the name of each corporation, partnership, joint venture or other entity (other than the Subsidiaries) in which any of the Companies has, or pursuant to any agreement has the right or obligation to acquire at any time by any means, directly or indirectly, an equity interest or investment; (iii) in the case of each of such corporations described in clauses (i) and (ii) above, (A) the jurisdiction of incorporation, (B) the capitalization thereof and the percentage of each class of voting capital stock owned by any of the Companies, (C) a description of any contractual limitations on the holder's ability to vote or alienate such securities, (D) a description of any outstanding options or other rights to acquire securities of such corporation, and (E) a description of any other contractual charge or impediment which would materially limit or impair any of the Companies' ownership of such entity or interest or its ability effectively to exercise the full rights of ownership of such entity or interest; and (iv) in the case of each of such unincorporated entities, information substantially equivalent to that provided pursuant to clause (iii) above with regard to corporate entities.
(b) Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted. Each Subsidiary is duly qualified to do business as a foreign corporation in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Company Material Adverse Effect. All the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable, and (except as specified in Section 3.3 of the Company Disclosure Schedule) are owned of record and beneficiall...
Subsidiaries and Equity Investments. The Company and its Subsidiaries do not directly or indirectly own, or hold any rights to acquire, any material capital stock or any other material securities, interests or investments in any other Person other than (a) their Subsidiaries or (b) investments that constitute cash or cash equivalents. No Subsidiary of the Company owns any shares of capital stock of the Company. There are no outstanding stock options, restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, or other compensatory rights or awards (in each case, issued by the Company or any of its Subsidiaries) that are convertible into or exercisable for any capital stock of, or membership interests or other ownership interests in, any Subsidiary of the Company, on a deferred basis or otherwise or other rights that are linked to, or based upon, the value of any capital stock of, or membership interests or other ownership interests in, any Subsidiary of the Company.
Subsidiaries and Equity Investments. Except as set forth on Schedule 3.7, the Company and its Subsidiaries do not directly or indirectly own, or hold any rights to acquire, any capital stock or any other securities, interests or investments in any other Person other than investments that constitute cash, cash equivalents or marketable securities.
Subsidiaries and Equity Investments. The Company and its Subsidiaries do not directly or indirectly own, or hold any rights to acquire, any material capital stock or any other material securities, interests or investments in any other Person other than (a) their Subsidiaries or (b) investments in marketable securities acquired in the ordinary course of business in accordance with the Company’s investment policy or that constitute cash or cash equivalents. No Subsidiary of the Company owns any shares of capital stock of the Company.
Subsidiaries and Equity Investments. (a) Schedule 2.1.3 sets forth (i) the name of each corporation of which the Company directly or indirectly owns shares of capital stock having in the aggregate 50% or more of the total combined voting power of the issued and outstanding shares of capital stock entitled to vote generally in the election of directors of such corporation (individually, a "Subsidiary" and collectively, the "Subsidiaries"); (ii) the name of each corporation, partnership, limited liability company, joint venture or other entity (other than the Subsidiaries) in which the Company or any Subsidiary has, or pursuant to any agreement has the right to acquire at any time by any means, an equity interest or investment; (iii) in the case of each of the Subsidiaries and such other corporations described in the foregoing clause (ii), (A) the jurisdiction of incorporation and (B) the capitalization thereof and the percentage of each class of voting stock owned by the Company or by any of the Subsidiaries; and (iv) in the case of each of such unincorporated entities, the equivalent of the information provided pursuant to the preceding clause (iii) with regard to corporate entities.
(b) All of the outstanding shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, have not been issued in violation of any preemptive rights, and are owned of record and beneficially by the Company, free and clear of any Liens (as hereinafter defined).
(c) There are no options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating any Subsidiary to issue any additional shares of capital stock or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of such capital stock.
Subsidiaries and Equity Investments. The Company has no subsidiaries and does not own, directly or indirectly, any investments, capital stock or other equity or ownership interests in any other corporations or business enterprises and is not a partner in any partnership or a co-venturer in any joint venture or other business enterprise. The term "subsidiary" means any corporation or other entity of which the Company, directly or indirectly, owns or controls capital stock or ownership interests representing either (i) more than fifty percent (50%) of the general voting power under ordinary circumstances of such corporation or entity, or (ii) if an entity other than a corporation, more than fifty percent (50%) of the economic interest therein.
Subsidiaries and Equity Investments. Except as set forth in §3(e) of the Disclosure Schedule, Seller does not have or maintain any direct or indirect subsidiaries, nor does Seller otherwise own or have any right or commitment to acquire, directly or indirectly, any outstanding capital stock of, or other equity interests in, any Person.
Subsidiaries and Equity Investments. The Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.08 (including the jurisdiction of organization, classes of Equity Interests, options, warrants, rights of subscription, conversion and exchangeability and other similar rights, ownership and ownership percentages thereof), and neither the Borrower nor any of its Subsidiaries has equity investments in any other corporation or entity other than (x) those specifically disclosed in Part (b) of Schedule 5.08 and (y) Minority Equity Interests. The outstanding shares of Equity Interests shown on Part (a) of Schedule 5.08 have been validly issued, fully-paid and are non-assessable and owned free and clear of Liens. The outstanding shares of Equity Interests shown are not subject to buy-sell, voting trust or other shareholder agreement, except as specifically disclosed in Part (c) of Schedule 5.08.
Subsidiaries and Equity Investments. Except as described in Schedule 2.3 of the Company Disclosure Schedules, the Company does not directly or indirectly own any capital stock or other securities of, or any beneficial ownership interest in, or hold any equity or similar interest, or have any investment in any corporation, limited liability company, partnership, limited partnership, joint venture or other company, person or other entity (each a “Person”).