Common use of Subsidiaries Clause in Contracts

Subsidiaries. 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.

Appears in 71 contracts

Samples: Securities Purchase Agreement (Eyenovia, Inc.), Securities Purchase Agreement (Better Therapeutics, Inc.), Securities Purchase Agreement (Innovate Biopharmaceuticals, Inc.)

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Subsidiaries. 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.

Appears in 51 contracts

Samples: Securities Purchase Agreement (Document Security Systems Inc), Stock Purchase Agreement (Sharing Economy International Inc.), Securities Purchase Agreement (Document Security Systems Inc)

Subsidiaries. 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 subsidiariesSubsidiaries relevant to any component of this Agreement as of a particular date, all other references to the Subsidiaries or any of them in the Transaction Documents then such reference shall not be disregardedapplicable.

Appears in 31 contracts

Samples: Securities Purchase Agreement (Sylios Corp), Exchange Agreement (Quad M Solutions, Inc.), Securities Purchase Agreement (Integrated Ventures, Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock shares or other equity interests of each Subsidiary Subsidiary, free and clear of any Liens, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, 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.

Appears in 21 contracts

Samples: Securities Purchase Agreement (ONCOSEC MEDICAL Inc), Securities Purchase Agreement (ZyVersa Therapeutics, Inc.), Securities Purchase Agreement (ONCOSEC MEDICAL Inc)

Subsidiaries. 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.

Appears in 17 contracts

Samples: Securities Purchase Agreement (Red Lake Exploration Inc.), Securities Purchase Agreement (Bullion River Gold Corp), Securities Purchase Agreement (Bullion River Gold Corp)

Subsidiaries. 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 Subsidiaries, or any of them them, in the Transaction Documents shall be disregarded.

Appears in 11 contracts

Samples: Series D Preferred Stock Purchase Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (SANUWAVE Health, Inc.), Series C Preferred Stock Purchase Agreement (SANUWAVE Health, Inc.)

Subsidiaries. The Company has no direct or indirect subsidiaries. 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 securitiesrights. If the Company has no subsidiaries, all other then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 9 contracts

Samples: Securities Purchase Agreement (Wave Systems Corp), Securities Purchase Agreement (Imageware Systems Inc), Securities Purchase Agreement (Imageware Systems Inc)

Subsidiaries. The Company has no direct or indirect subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction (collectively, "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 securitiesrights. If the Company has no subsidiaries, all other then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 9 contracts

Samples: Securities Purchase Agreement (Summus Inc Usa), Exhibit 1.1 Common Stock Purchase Agreement (Diasys Corp), Securities Purchase Agreement (Lifestream Technologies Inc)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary of its direct and indirect subsidiaries (individually, a “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.

Appears in 8 contracts

Samples: Securities Purchase Agreement (Epicept Corp), Securities Purchase Agreement (Epicept Corp), Securities Purchase Agreement (Epicept Corp)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock shares or other equity interests of each Subsidiary Subsidiary, free and clear of any Liens, except as set forth in the SEC Reports, and all of the issued and outstanding shares of capital stock shares 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.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Cosmos Holdings Inc.), Securities Purchase Agreement (Cosmos Holdings Inc.), Securities Purchase Agreement (Quoin Pharmaceuticals, Ltd.)

Subsidiaries. The Company does not have any Subsidiaries. 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 As the Company has no subsidiariesSubsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Outlook Therapeutics, Inc.), Securities Purchase Agreement (Outlook Therapeutics, Inc.), Securities Purchase Agreement (Outlook Therapeutics, Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary Subsidiary, in the amounts set forth on Schedule 3.1(a), 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 subsidiariesSubsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Digital Power Corp), Securities Purchase Agreement (Progreen US, Inc.), Securities Purchase Agreement (Progreen US, Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary Subsidiary, and all of such directly or indirectly owned capital stock or other equity interests are owned free and clear of any Liens, and all of . All the issued and outstanding shares of capital stock of each Subsidiary are duly authorized, validly issued and are issued, 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.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Catasys, Inc.), Securities Purchase Agreement (Hythiam Inc), Securities Purchase Agreement (Catasys, Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary of its Subsidiaries, 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 subsidiariesSubsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Biotricity Inc.), Securities Purchase Agreement (Medovex Corp.), Securities Purchase Agreement (FWHC Holdings, LLC)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary Subsidiary, free and clear of any Liens, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, 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.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Brenmiller Energy Ltd.), Securities Purchase Agreement (Brenmiller Energy Ltd.), Securities Purchase Agreement (Versus Systems Inc.)

Subsidiaries. The Company does not have any subsidiaries. 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.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Checkpoint Therapeutics, Inc.), Securities Purchase Agreement (Checkpoint Therapeutics, Inc.), Securities Purchase Agreement (Checkpoint Therapeutics, Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock share or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of share 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.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Digihost Technology Inc.), Securities Purchase Agreement (Digihost Technology Inc.), Securities Purchase Agreement (Digihost Technology Inc.)

Subsidiaries. The Company ownsowns or controls, directly or indirectly, all of the capital stock or other comparable equity interests of each Subsidiary free and clear of any LiensLien, and all of the issued and outstanding shares of capital stock or comparable equity interest 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 disregardedrights.

Appears in 5 contracts

Samples: Securities Purchase Agreement (ParcelPal Logistics Inc.), Securities Purchase Agreement (Celgene Corp /De/), Securities Purchase Agreement (PROLOR Biotech, Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other comparable equity interests of each Subsidiary free and clear of any Liens, Lien and all of the issued and outstanding shares of capital stock or comparable equity interest 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 disregardedrights.

Appears in 5 contracts

Samples: Securities Purchase Agreement (International Isotopes Inc), Securities Purchase Agreement (International Isotopes Inc), Securities Purchase Agreement (International Isotopes Inc)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary 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 shall at any time in which a Note remains outstanding have no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

Appears in 5 contracts

Samples: Securities Purchase Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (SANUWAVE Health, Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary of its direct and indirect subsidiaries (individually, a “Subsidiary”) free and clear of any Liens, (except for Liens held by Hercules), 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.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Epicept Corp), Securities Purchase Agreement (Epicept Corp), Securities Purchase Agreement (Epicept Corp)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction (collectively, “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 disregardedrights.

Appears in 5 contracts

Samples: Securities Purchase Agreement (National Storm Management Inc.), Securities Purchase Agreement (Clarient, Inc), Securities Purchase Agreement (National Storm Management Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any LiensLiens (except for those arising under any Credit Facility), 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.

Appears in 4 contracts

Samples: Form of Securities Purchase Agreement (Top Ships Inc.), Securities Purchase Agreement (Top Ships Inc.), Form of Securities Purchase Agreement (Top Ships Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any LiensLiens (except for those arising under any credit facility as is disclosed in the Registration Statement, the Preliminary Prospectus and all the Prospectus). 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.

Appears in 4 contracts

Samples: Securities Purchase Agreement (mCloud Technologies Corp.), Securities Purchase Agreement (mCloud Technologies Corp.), Securities Purchase Agreement (mCloud Technologies Corp.)

Subsidiaries. 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 The Company has no “significant subsidiaries, all other references to ” (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Subsidiaries or any of them in the Transaction Documents shall be disregardedSecurities Act).

Appears in 4 contracts

Samples: Securities Purchase Agreement (Guided Therapeutics Inc), Securities Purchase Agreement (Guided Therapeutics Inc), Securities Purchase Agreement (Guided Therapeutics Inc)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any LiensLiens (other than those listed in Schedule 3.1(a)), 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.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Neovasc Inc), Securities Purchase Agreement (Neovasc Inc), Securities Purchase Agreement (Neovasc Inc)

Subsidiaries. The Company has no direct or indirect subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction (collectively, "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 disregardedrights.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Dot Hill Systems Corp), Securities Purchase Agreement (Smartire Systems Inc), Securities Purchase Agreement (Dot Hill Systems Corp)

Subsidiaries. The Company has no direct or indirect subsidiaries. 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.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Reed's, Inc.), Form of Securities Purchase Agreement (Blue Water Vaccines Inc.), Form of Securities Purchase Agreement (Blue Water Vaccines Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary Subsidiary, and all of such directly or indirectly owned capital stock or other equity interests are owned free and clear of any Liens, and all of . All the issued and outstanding shares of capital stock of each Subsidiary are duly authorized, validly issued and are issued, 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.

Appears in 4 contracts

Samples: Common Stock Purchase Agreement (Uluru Inc.), Preferred Stock Purchase Agreement (Uluru Inc.), Common Stock Purchase Agreement (Uluru Inc.)

Subsidiaries. The Except as set forth in the Company’s SEC Reports, 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 . 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.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Happiness Development Group LTD), Securities Purchase Agreement (Happiness Biotech Group LTD), Securities Purchase Agreement (Happiness Biotech Group LTD)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any and all 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 disregardedrights.

Appears in 4 contracts

Samples: Securities Purchase Agreement (FriendFinder Networks Inc.), Securities Purchase Agreement (FriendFinder Networks Inc.), Securities Purchase Agreement (FriendFinder Networks Inc.)

Subsidiaries. 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 then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Tripath Technology Inc), Securities Purchase Agreement (Tripath Technology Inc), Securities Purchase Agreement (North American Technologies Group Inc /Mi/)

Subsidiaries. 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 All the issued and outstanding shares of capital stock of of, or other equity interests in, each Company Subsidiary are have been validly issued and are fully paidpaid and nonassessable and are wholly owned, non-assessable and free of preemptive and similar rights to subscribe for directly or purchase securities. If indirectly, by the Company has no subsidiariesfree and clear of all Liens, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregardedthan Company Permitted Liens.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Forest Laboratories Inc), Agreement and Plan of Merger (Questcor Pharmaceuticals Inc), Agreement and Plan of Merger (Mallinckrodt PLC)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any LiensLiens other than those disclosed in the SEC Reports, 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.

Appears in 3 contracts

Samples: Form of Securities Purchase Agreement (Biolase, Inc), Securities Purchase Agreement (Biolase, Inc), Securities Purchase Agreement (Biolase, Inc)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary of its subsidiaries free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary of its subsidiaries are validly issued and are fully paid, non-assessable paid and free of preemptive and similar rights to subscribe for or purchase securities. If the Company No other Person has no subsidiaries, all other references any right to the Subsidiaries own or be transferred or issued any securities in any of them in the Transaction Documents shall be disregardedCompany’s subsidiaries.

Appears in 3 contracts

Samples: Share Subscription Agreement (Benitec Biopharma LTD/ADR), Share Subscription Agreement (California Capital Equity, LLC), Share Subscription Agreement (Benitec Biopharma LTD/ADR)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary of the Company 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 nonassessable 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.

Appears in 3 contracts

Samples: Securities Purchase Agreement (FC Global Realty Inc), Securities Purchase Agreement (Victory Energy Corp), Securities Purchase Agreement (ICTV Brands Inc.)

Subsidiaries. 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 subsidiariesSubsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded. The Company does not own or control, directly or indirectly, any subsidiary other than the subsidiaries listed in the SEC Reports.

Appears in 3 contracts

Samples: Underwriting Agreement (Windtree Therapeutics Inc /De/), Underwriting Agreement (Windtree Therapeutics Inc /De/), Underwriting Agreement (Windtree Therapeutics Inc /De/)

Subsidiaries. There are no direct or indirect subsidiaries of the Company. 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.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Celsion CORP), Securities Purchase Agreement (Celsion CORP), Securities Purchase Agreement (Celsion CORP)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock shares or other equity interests of each Subsidiary Subsidiary, free and clear of any Liens, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, and all of the issued and outstanding shares of capital stock shares 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.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Greenlane Holdings, Inc.), Securities Purchase Agreement (Greenlane Holdings, Inc.), Securities Purchase Agreement (Greenlane Holdings, Inc.)

Subsidiaries. The Company has no direct or indirect subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction (collectively, "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 disregardedrights.

Appears in 3 contracts

Samples: Escrow Agreement (Smartire Systems Inc), Common Stock Purchase Agreement (Smartire Systems Inc), Escrow Agreement (Smartire Systems Inc)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary Subsidiary, free and clear of any LiensLiens except as set forth in the SEC Reports, 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.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Akanda Corp.), Securities Purchase Agreement (Akanda Corp.), Securities Purchase Agreement (Akanda Corp.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock Common Shares or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock Common Shares 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.

Appears in 3 contracts

Samples: Securities Purchase Agreement (IIOT-OXYS, Inc.), Securities Purchase Agreement (Hancock Jaffe Laboratories, Inc.), Securities Purchase Agreement (IIOT-OXYS, Inc.)

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

Appears in 3 contracts

Samples: Securities Purchase Agreement (Pharmathene, Inc), Securities Purchase Agreement (Pharmathene, Inc), Securities Purchase Agreement (Pharmathene, Inc)

Subsidiaries. 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 equity securities 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.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Cure Pharmaceutical Holding Corp.), Securities Purchase Agreement (Cure Pharmaceutical Holding Corp.), Securities Purchase Agreement (Hancock Jaffe Laboratories, Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other comparable equity interests of each Subsidiary free and clear of any LiensLien (other than restrictions on transfer arising under applicable securities laws), and all of the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for rights. The Company does not own an equity or purchase securities. If other ownership interest in any Person other than the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregardedSubsidiaries.

Appears in 3 contracts

Samples: Securities Purchase and Registration Rights Agreement (Cryoport, Inc.), Securities Purchase Agreement (Mri Interventions, Inc.), Purchase Agreement (GlassesOff Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock shares or other equity interests of each Subsidiary 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.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Enservco Corp), Securities Purchase Agreement (Enservco Corp), Note Purchase Agreement (Enservco Corp)

Subsidiaries. The Company owns, directly or indirectly, all has no subsidiary other than the ------------ Subsidiary. The issued shares of capital stock of the capital stock or other equity interests of each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned beneficially by the Company free and clear of any Lienssecurity interests, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paidliens, non-assessable and free of preemptive and similar rights to subscribe for encumbrances, equities 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 disregardedclaims.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Scottish Annuity & Life Holdings LTD), Securities Purchase Agreement (Scottish Annuity & Life Holdings LTD)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary of its Subsidiaries free and clear of any LiensLiens (except for Liens held by Hercules), 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Epicept Corp), Securities Purchase Agreement (Epicept Corp)

Subsidiaries. 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 subsidiariesSubsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

Appears in 2 contracts

Samples: Securities Purchase Agreement (DelMar Pharmaceuticals, Inc.), Exchange Agreement (GBS Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction (collectively, "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 securitiesrights. If the Company has no subsidiariesSubsidiaries, all other then references to the Subsidiaries or any of them in the Transaction Documents shall to the Subsidiaries will be disregarded.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Qt 5 Inc), Securities Purchase Agreement (Qt 5 Inc)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other comparable equity interests of each Subsidiary free and clear of any LiensLien (other than Liens which will be discharged on or before the First Closing and restrictions on transfer arising under applicable securities laws), and all of the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for rights. The Company does not own an equity or purchase securities. If other ownership interest in any Person other than the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregardedSubsidiaries.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Fennec Pharmaceuticals Inc.), Securities Purchase Agreement (Fennec Pharmaceuticals Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each the Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each the 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.

Appears in 2 contracts

Samples: Securities Exchange Agreement (Microbot Medical Inc.), Securities Exchange Agreement (Microbot Medical Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any LiensLiens (except for those arising under any credit facility as is disclosed in the Registration Statement, the Preliminary Prospectus and all the Prospectus or any related Security Agreement or Pledge Agreement). 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.

Appears in 2 contracts

Samples: Form of Securities Purchase Agreement (United Maritime Corp), Securities Purchase Agreement (United Maritime Corp)

Subsidiaries. The Company owns, directly does not have any direct or indirectly, all indirect subsidiary other than the Subsidiaries. All of the capital stock or other equity interests of each Subsidiary owned by the Company, directly or indirectly, is owned 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (TWO RIVERS WATER & FARMING Co), Securities Purchase Agreement (TWO RIVERS WATER & FARMING Co)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens other than Permitted 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Generex Biotechnology Corp), Securities Purchase Agreement (Generex Biotechnology Corp)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each the Subsidiary free and clear of any LiensLiens (assuming the release of the Liens with respect to the Existing Note), and all of the issued and outstanding shares of capital stock of each the 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.

Appears in 2 contracts

Samples: Securities Exchange Agreement (Microbot Medical Inc.), Securities Exchange Agreement (Microbot Medical Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liensliens, 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Nemus Bioscience, Inc.), Securities Purchase Agreement (Nemus Bioscience, Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of All 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 such subsidiary are validly issued owned by the Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens"), and are duly authorized, validly issued, fully paidpaid and nonassessable. Except for the capital stock of its subsidiaries, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiariesdoes not own, all directly or indirectly, any capital stock or other references to the Subsidiaries ownership interest in any corporation, partnership, joint venture or any of them in the Transaction Documents shall be disregardedother entity.

Appears in 2 contracts

Samples: Motorola Inc, Motorola Inc

Subsidiaries. The Company owns, directly or indirectly, all of the shares in the capital stock or other equity interests of each Subsidiary free and clear of any LiensLiens except as set forth on Schedule 3.1(a), 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Mogo Inc.), Securities Purchase Agreement (Mogo Inc.)

Subsidiaries. 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 subsidiariesSubsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded. The Company does not own or control, directly or indirectly, any subsidiary other than the subsidiaries listed in Exhibit 21.1 to the Registration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Windtree Therapeutics Inc /De/), Underwriting Agreement (Windtree Therapeutics Inc /De/)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock share or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock share 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Edesa Biotech, Inc.), Securities Purchase Agreement (Edesa Biotech, Inc.)

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Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other comparable equity interests of each Subsidiary free and clear of any LiensLien (other than restrictions on transfer arising under applicable securities laws), and all of the issued and outstanding shares of capital stock or comparable equity interest 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 disregardedrights.

Appears in 2 contracts

Samples: Share Purchase Agreement (VBI Vaccines Inc/Bc), Purchase Agreement (GlassesOff Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each the Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each the 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 The Company has no subsidiaries, all other references to direct or indirect subsidiaries other than the Subsidiaries or any of them in the Transaction Documents shall be disregardedSubsidiary.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Phase Iii Medical Inc/De), Securities Purchase Agreement (Phase Iii Medical Inc/De)

Subsidiaries. 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 disregardedrights.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Emagin Corp), Securities Purchase Agreement (Emagin Corp)

Subsidiaries. The Company has no direct or indirect subsidiaries other than the Subsidiary. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each the Subsidiary free and clear of any and all Liens, and all of the issued and outstanding shares of capital stock of each the Subsidiary are validly issued and are fully paid, non-assessable 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 disregardedrights.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Good Times Restaurants Inc), Securities Purchase Agreement (Good Times Restaurants Inc)

Subsidiaries. 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 disregardedrights.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Chile Mining Technologies Inc.), Securities Purchase Agreement (International Isotopes Inc)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any and all 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 The Company has no subsidiaries, all other references to direct or indirect subsidiaries other than the Subsidiaries or any of them in the Transaction Documents shall be disregardedSubsidiaries.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Janel World Trade LTD), Securities Purchase Agreement (Janel World Trade LTD)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary 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 shall at any time in which the Note remains outstanding have no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

Appears in 2 contracts

Samples: Securities Purchase Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (SANUWAVE Health, Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock shares or other equity interests of each Subsidiary Subsidiary, free and clear of any Liens, except as set forth in the SEC Reports, and all of the issued and outstanding shares of capital stock shares 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.. ​

Appears in 1 contract

Samples: Securities Purchase Agreement (Quoin Pharmaceuticals, Ltd.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any LiensLiens (other than Liens securing obligations of certain of the Company’s Subsidiaries under the Credit Agreement), 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 except as could not reasonably be expected to the Subsidiaries or any of them result in the Transaction Documents shall be disregardeda Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Ranpak Holdings Corp.)

Subsidiaries. Except for the Subsidiary, the Company has no direct or indirect subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each the Subsidiary free and clear of any and all Liens, and all of the issued and outstanding shares of capital stock of each the 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 disregardedrights.

Appears in 1 contract

Samples: Securities Purchase Agreement (Services Acquisition Corp. International)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary its subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Henry County Plywood Corp)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary 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-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.(b)

Appears in 1 contract

Samples: Securities Purchase Agreement (Biolife Solutions Inc)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock shares or other equity interests of each Subsidiary Subsidiary, free and clear of any Liens, except as set forth in SEC Reports, the Registration Statement, the General Disclosure Package and the Prospectus, 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ekso Bionics Holdings, Inc.)

Subsidiaries. The Except as set forth in the SEC Documents (as such term is hereinafter defined), 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Safe & Green Development Corp)

Subsidiaries. The Company owns, has no direct or indirect subsidiary other than the Subsidiary. The Company owns directly or indirectly, all of the capital stock or other equity interests of each the Subsidiary free and clear of any Liens, Lien and all of the issued and outstanding shares of capital stock of each the 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 disregardedrights.

Appears in 1 contract

Samples: Securities Purchase Agreement (Strasbaugh)

Subsidiaries. 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 subsidiariesSubsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

Appears in 1 contract

Samples: Securities Purchase Agreement (Gopher Protocol Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary of its Subsidiaries 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Intuitive Machines, Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction (collectively, "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 disregardedrights.

Appears in 1 contract

Samples: Securities Purchase Agreement (Waverider Communications Inc)

Subsidiaries. The Company has no significant subsidiaries. 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.

Appears in 1 contract

Samples: Biocept Inc

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Wholly-Owned Subsidiary free and clear of any Liens (other than any Permitted Liens), and all of the issued and outstanding shares of capital stock of each Wholly-Owned 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Greenbrook TMS Inc.)

Subsidiaries. The Except as set forth in the Disclosure Materials, the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction (collectively, “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 disregardedrights.

Appears in 1 contract

Samples: Escrow Agreement (Lotus Pharmaceuticals, Inc.)

Subsidiaries. The Company ownsowns or controls, directly or indirectly, all of the capital stock or other comparable equity interests of each Subsidiary free and clear of any LiensLien, and all of the issued and outstanding shares of capital stock or comparable equity interest 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 rights; and the Company has no subsidiariesowns or controls, all directly or indirectly, only the corporations, partnerships, limited liability partnerships, limited liability companies, associations or other references to the Subsidiaries or any of them in the Transaction Documents shall be disregardedentities set forth on Schedule 3.1(a) hereto (each, a “Subsidiary”).

Appears in 1 contract

Samples: Security Agreement (Stratus Media Group, Inc)

Subsidiaries. The the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary of its Subsidiaries 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 Other than the Subsidiaries, the Company has no subsidiariesdoes not control, all directly or indirectly, through one or more intermediaries, any other references to the Subsidiaries or any of them in the Transaction Documents shall be disregardedPerson.

Appears in 1 contract

Samples: Notes Purchase Agreement (Keryx Biopharmaceuticals Inc)

Subsidiaries. The Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock and other equity interests of each of its Subsidiaries, free and clear of all Liens, except Permitted Liens. All 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 Company that are owned directly or indirectly by the Company are validly issued issued, fully paid 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 disregardedassessable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Columbus McKinnon Corp)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any LiensLiens (except as set forth in the SEC Reports), 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Biolase Technology Inc)

Subsidiaries. The Except as disclosed in the Report and subsequent Filings, 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (BlueNRGY Group LTD)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Carmell Corp)

Subsidiaries. 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-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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Innovate Biopharmaceuticals, Inc.)

Subsidiaries. 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, then all other references in the Transaction Documents to the Subsidiaries or any of them in the Transaction Documents shall will be disregarded.

Appears in 1 contract

Samples: Securities Purchase Agreement (Command Center, Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary of its subsidiaries free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If Other than the subsidiaries, the Company has no subsidiariesdoes not control, all directly or indirectly, through one or more intermediaries, any other references to the Subsidiaries or any of them in the Transaction Documents shall be disregardedPerson.

Appears in 1 contract

Samples: Securities Purchase Agreement (Orexigen Therapeutics, Inc.)

Subsidiaries. The Company owns, directly or indirectly, all 100% of the capital stock or other equity interests of each Subsidiary free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction (collectively, "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 securitiesrights. If Each Subsidiary is listed on the Disclosure Schedules. The Company has no subsidiariesdoes not hold any capital stock, all other references to the Subsidiaries equity securities or any convertible securities of them in any Person other than the Transaction Documents shall be disregardedSubsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (PHC Inc /Ma/)

Subsidiaries. The All outstanding shares of capital stock of, or other Equity Interests in, each Company owns, Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectlyindirectly by the Company, 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 securitiesother than Permitted Liens. If Other than the Company has no subsidiariesSubsidiaries, all the Company does not directly or indirectly beneficially own any Equity Interests in any other references to the Subsidiaries or any of them in the Transaction Documents shall be disregardedPerson.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Consulting Group Inc)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any LiensLiens (except for Liens held by Hercules), 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Epicept Corp)

Subsidiaries. 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 or other equity interests of each Subsidiary are duly authorized and 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Communications Systems Inc)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, other than Permitted Liens as defined in the Convertible Note, and all of the issued and outstanding shares of capital stock or other equity interests 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.

Appears in 1 contract

Samples: Exchange Agreement (Blue Calypso, Inc.)

Subsidiaries. The Company owns, directly or indirectly, all has no subsidiary other than ------------ the Subsidiary. The issued shares of capital stock of the capital stock or other equity interests of each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned beneficially by the Company free and clear of any Lienssecurity interests, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paidliens, non-assessable and free of preemptive and similar rights to subscribe for encumbrances, equities 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 disregardedclaims.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Scottish Annuity & Life Holdings LTD)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other comparable equity interests of each Subsidiary free and clear of any and all Liens, and all of the issued and outstanding shares of capital stock or comparable equity interest 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Maxwell Technologies Inc)

Subsidiaries. The Company has no Subsidiaries. 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.

Appears in 1 contract

Samples: Form of Securities Purchase Agreement (Sigma Labs, Inc.)

Subsidiaries. The Company owns, directly or indirectly, all of the capital stock shares or other equity interests of each Subsidiary Subsidiary, free and clear of any Liens, except as set forth in the SEC Reports, 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Myomo, Inc.)

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