Common use of Subsidiaries Clause in Contracts

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries"), and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to conduct its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiaries.

Appears in 4 contracts

Samples: Share Purchase Agreement and Plan of Merger (Outsourcing Solutions Inc), Share Purchase Agreement and Plan of Merger (Gulf State Credit LLP), Share Purchase Agreement and Plan of Merger (Sherman Acquisition Corp)

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Subsidiaries. Attached hereto as DL 3.6 Section 3(g) of the Disclosure Schedule sets forth for each Selected Subsidiary (i) its name and jurisdiction of incorporation or organization, (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder, (iv) the number of shares of its capital stock held in treasury, and (v) its directors and officers (or, in the case of any foreign Subsidiary, its persons holding office or title corresponding to directors or officers). Each Selected Subsidiary is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries")corporation or limited liability entity duly organized, and except as set forth on DL 3.6validly existing, each of the Subsidiaries is duly incorporated and validly existing as a corporation and, if applicable, in good standing under the laws of its the jurisdiction of incorporation, with full corporate power and authority its incorporation or organization. Each Selected Subsidiary is duly authorized to conduct its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of each jurisdiction where such qualification is required. Each Selected Subsidiary has full corporate or organizational power and authority and all licenses, permits, and authorizations necessary to carry on the businesses in every jurisdiction, both domestic which it is engaged and foreign, where to own and use the character properties owned and used by it. The Seller has delivered or made available to the Buyer correct and complete copies of the property owned or leased by it or the nature charter and bylaws of its activities makes such qualification necessary, except where the failure each Selected Subsidiary (as amended to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiarydate). All of the issued and outstanding shares of capital stock of the Subsidiaries each Selected Subsidiary have been duly authorized and are validly issued, are fully paid paid, and nonassessable. One of the Seller, are not subject tothe Excluded Division Subsidiaries and the Selected Subsidiaries holds of record and owns beneficially all of the outstanding shares of each Selected Subsidiary, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrancesany restrictions on transfer (other than restrictions under the Securities Act and state and foreign securities laws), options or claims whatsoeverlien for Taxes, Security Interests, options, warrants, purchase rights, Contracts, commitments, equities, claims, and demands. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there There are no outstanding or authorized options, warrants, purchase rights, subscriptionssubscription rights, claims of any characterconversion rights, agreements, obligations, rights of redemption, convertible or exchangeable securitiesexchange rights, or other commitmentscontracts or commitments that could require any of the Seller and its Subsidiaries to sell, contingent transfer, or otherwise, relating to the otherwise dispose of any capital stock of any of the Selected Subsidiaries or that could require any Selected Subsidiary to issue, sell, or otherwise cause to become outstanding any of its own capital stock (other than this Agreement). There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Selected Subsidiary. There are no voting trusts, pursuant proxies, or other agreements or understandings with respect to which such Subsidiary is or may become obligated to issue the voting of any shares of capital stock of such any Selected Subsidiary. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors or the foreign equivalent persons or entities), the stock certificate books, and the stock record books of each Selected Subsidiary are correct and complete. None of the Selected Subsidiaries is in default under or in violation of any securities convertible intoprovision of its charter or, exchangeable forif applicable, bylaws. None of the Seller, or evidenced the Selected Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust, or other business association with respect to the right to subscribe for, any shares of such Division which is not a Selected Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiaries.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Sonic Solutions/Ca/), Asset Purchase Agreement (Sonic Solutions/Ca/), Asset Purchase Agreement (Roxio Inc)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary Section 4.l(b) of the Corporation disclosure schedule attached hereto (the "SubsidiariesDisclosure Schedule")) sets forth the name, jurisdiction of incorporation, capitalization and except as set forth on DL 3.6, number of shares of outstanding capital stock of each of the Company's Subsidiaries. All the issued and outstanding shares of capital stock of each Subsidiary are validly issued, fully paid and nonassessable and are owned, directly or indirectly, by the Company, beneficially and of record, free and clear of all liens, pledges, encumbrances or restrictions of any kind. No Subsidiary has outstanding any securities convertible into or exchangeable or exercisable for any shares of its capital stock, there are no outstanding options, warrants or other rights to purchase or acquire any capital stock of any Subsidiary, there are no irrevocable proxies with respect to such shares, and there are no contracts, commitments, understandings, arrangements or restrictions by which any Subsidiary or the Company is bound to issue additional shares of the capital stock of a Subsidiary. Except for the Company's Subsidiaries, and as otherwise disclosed in Section 4.1(b) of the Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other equity securities of any corporation or have any direct or indirect equity interest in any business. Each of the Company's Subsidiaries (a) is a corporation duly incorporated and organized, validly existing as a corporation and in good standing under the laws of its jurisdiction of incorporation, with full ; (b) has all requisite corporate power and authority and any necessary governmental authority to conduct carry on its business as it is now being conducted and to own own, operate and lease its properties, except where the properties failure to have such governmental authority would not have a Material Adverse Effect; and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries (c) is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character each of the jurisdictions in which (i) the ownership or leasing of real property owned or leased by it or the nature conduct of its activities makes business requires such qualification necessary, except where or licensing and (ii) the failure to be so qualified or licensed is not reasonably likely to licensed, either singly or in the aggregate, would have a Material Adverse Effect on Effect. The Company has delivered to Parent complete and correct copies of the Corporation Articles of Organization or other charter documents and By-laws of each of its Subsidiaries, taken each as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject amended to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariesdate.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Bertuccis of White Marsh Inc), Agreement and Plan of Merger (Bertuccis Inc), Agreement and Plan of Merger (Ne Restaurant Co Inc)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary of the Corporation Each Subsidiary (the "Subsidiaries")including, and except as set forth on DL 3.6without limitation, each of the Subsidiaries is Holdings LLC) has been duly incorporated or organized and is validly existing as a corporation and in good standing under the laws of its the jurisdiction of incorporationits incorporation or organization, with full corporate power and authority (corporate or other) to own its properties and conduct its business as it is now conducted described in the Registration Statement, the General Disclosure Package and to own the properties Prospectus; and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries Subsidiary is duly qualified or licensed to do business as a foreign corporation and is or organization in good standing in every jurisdiction, both domestic and foreign, where the character all other jurisdictions in which its ownership or lease of the property owned or leased by it or the nature conduct of its activities makes business requires such qualification necessaryqualification, except where the failure to be so qualified would not, individually or licensed is not reasonably likely to have in the aggregate, result in a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All Effect; all of the shares issued and outstanding capital stock, partnership interests or membership interests of capital stock each Subsidiary, including the outstanding LTIP Units of the Subsidiaries have Operating Partnership, has been duly authorized and validly issued, are issued and is fully paid and nonassessablenonassessable (except with respect to future contributions as provided in the operating agreement or limited partnership agreement (or similar organizational document) of the applicable Subsidiary made subsequent to the date hereof); and the capital stock, are not subject tomembership interest, nor were they issued in violation oflimited partnership interest or other equity interest of each Subsidiary held by the Transaction Entities or a Subsidiary, any preemptive rightsas applicable, and are ownedis held as set forth on Schedule E hereto. The Transaction Entities, directly or indirectlyindirectly through their respective Subsidiaries, by the Corporation hold good and marketable title to their equity interests in their respective Subsidiaries, in each case free and clear of all Encumbrancesany lien, encumbrance or security interest, except as described in the Registration Statement, the General Disclosure Package and the Prospectus, subject only to restrictions on transfer imposed under applicable U.S. federal and state securities laws and the limited liability company agreement, limited partnership agreement or other organizational document of each Subsidiary; and have not conveyed, transferred, assigned, pledged or hypothecated any of their respective equity interests in their Subsidiaries, in whole or in part, or granted any rights, options or claims whatsoever. No shares rights of capital stock of first refusal or first offer to purchase any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary interests or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariesportion thereof.

Appears in 4 contracts

Samples: Underwriting Agreement (Bluerock Residential Growth REIT, Inc.), Underwriting Agreement (Bluerock Residential Growth REIT, Inc.), Underwriting Agreement (Bluerock Residential Growth REIT, Inc.)

Subsidiaries. Attached hereto as DL 3.6 Schedule 4.03 sets forth for each Subsidiary: (a) its name and jurisdiction of incorporation; (b) the number of shares of authorized capital stock of each class of its capital stock; (c) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof and the number of shares held by each such holder; (d) the number of shares of its capital stock held in treasury and (e) the names and addresses of its directors and officers. Each Subsidiary is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries")corporation duly organized, and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation and in good standing under the laws of its the jurisdiction of its incorporation, with full corporate power and authority . Each Subsidiary is duly authorized to conduct its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdictioneach state listed opposite its name in Schedule 4.03, both domestic and foreign, where the character which constitute all of the property owned or leased by it or the nature of its activities makes such qualification necessary, except states where the failure to be so qualified would adversely affect the condition (financial or licensed is not reasonably likely otherwise), properties, assets or operations of the Business. Each Subsidiary has full corporate power and authority to have a Material Adverse Effect carry on the Corporation businesses in which it is engaged and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, to own and use the properties owned and used by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiaryit. All of the issued and outstanding shares of capital stock of the Subsidiaries each Subsidiary have been duly authorized and are validly issued, are fully paid and nonassessable. The Company holds of record and owns beneficially all of the outstanding shares of each Subsidiary, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrancesany restrictions on transfer (other than restrictions under the federal and state securities laws), options Taxes or claims whatsoeverLiens. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there There are no outstanding or authorized options, warrants, purchase rights, subscriptionssubscription rights, claims conversion rights, exchange rights or other contracts or commitments that could require the Company or any of its Subsidiaries to sell, transfer or otherwise dispose of any charactercapital stock of any of its Subsidiaries or that could require any Subsidiary to issue, agreementssell or otherwise cause to become outstanding any of its own capital stock. There are no outstanding stock appreciation, obligationsphantom stock, profit participation or similar rights of redemption, convertible or exchangeable securities, with respect to any capital stock or other commitmentssecurities of any Subsidiary. There are no voting trusts, contingent proxies or otherwise, relating other agreements or understandings with respect to the voting of any capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth noted in DL 3.6(ii)Schedule 4.03, there are no restrictions of any kind which prevent neither the payment of dividends by Company nor any of the Subsidiariesits Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust or other business association which is not a Subsidiary.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Triumph Group Inc /), Stock Purchase Agreement (Triumph Group Inc /), Stock Purchase Agreement (Triumph Group Inc /)

Subsidiaries. Attached hereto Contango owns, directly or indirectly, the issued and outstanding capital stock, membership interests, partnership interests or other ownership interests (as DL 3.6 is a true and complete list applicable) of each subsidiary of the Corporation (entities listed on Schedule B hereto in the "Subsidiaries"), and except as percentages set forth on DL 3.6Schedule B hereto, each which constitute all direct or indirect subsidiaries of Contango. References herein to “Subsidiaries” refer to the Subsidiaries entities listed on Schedule B hereto. Each Subsidiary has been duly organized and is duly incorporated and validly existing as a corporation and in good standing under the laws of its the jurisdiction of incorporationits organization, with full corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now conducted and described in the SEC Reports, except where the failure to own the properties and assets it now ownsbe in good standing would not have a Material Adverse Effect. Except as set forth in DL 3.6, each of the Subsidiaries Each Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, each jurisdiction where the character ownership or leasing of the property owned or leased by it its properties and assets or the nature conduct of its activities makes business requires such qualification necessaryqualification, except where the failure to be so qualified and in good standing would not, individually or licensed is not reasonably likely to in the aggregate, have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the CorporationEffect. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (disclosed in the form of a loanSEC Reports, capital contribution or otherwise) to or in any entity other than a Subsidiary. All all of the outstanding shares of capital stock of, or other equity interests in, each of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessablenon-assessable, are have been issued in compliance with all applicable securities laws, were not subject to, nor were they issued in violation of any preemptive right, resale right, right of first refusal or similar right and are owned by Contango or applicable Subsidiary subject to no security interest, other encumbrance or adverse claims, except for such liens, encumbrances, equities or claims granted in connection with that certain Credit Agreement, dated as of September 17, 2019, among Contango, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and each of JPMorgan Chase Bank, N.A., Royal Bank of Canada and Cadence Bank, N.A., as joint bookrunners and the lenders from time to time party thereto, and as amended, restated or modified from time to time (collectively, the “Credit Agreement”), or as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. No options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock of, any preemptive rightsor equity interests in, and the Subsidiaries are ownedoutstanding. Contango owns, directly or indirectly, 37% of the outstanding limited liability company interests in Exaro Energy III LLC, a Delaware limited liability company, and such limited liability company interests are owned by the Corporation free and clear of all EncumbrancesContango subject to no security interest, options other encumbrance or adverse claims, except for such liens, encumbrances, equities or claims whatsoever. No shares of capital stock of any of granted in connection with the Subsidiaries are reserved for issuance and there are no outstanding Credit Agreement or authorized optionsas could not, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right aggregate, reasonably be expected to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiarieshave a Material Adverse Effect.

Appears in 3 contracts

Samples: Purchase Agreement (Contango Oil & Gas Co), Purchase Agreement (Contango Oil & Gas Co), Purchase Agreement (Contango Oil & Gas Co)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary Each of the Corporation Company’s variable interest entity (the "Subsidiaries"“VIE”), direct and except as set forth indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on DL 3.6, each Schedule E hereto. Each of the Subsidiaries has been duly formed, is duly incorporated and validly existing under the laws of the Cayman Islands, Hong Kong or the People’s Republic of China (the “PRC”), as a corporation the case may be, and in good standing under the laws of its the jurisdiction of its incorporation, with has full corporate power and authority (corporate or otherwise) to own its property and to conduct its business as it is now conducted described in the Registration Statement, the Disclosure Package, the Prospectus, and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do transact business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where each jurisdiction in which the character of the property owned or leased by it or the nature conduct of its activities makes business or its ownership or leasing of property requires such qualification necessaryqualification, except where to the extent that the failure to be so qualified or licensed is be in good standing would not reasonably likely to have result in a Material Adverse Effect Change on the Corporation Company and its Subsidiaries, taken as a whole. All Subsidiaries Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the equity interests of each Subsidiary have been duly and validly authorized and issued, are wholly owned, owned or controlled directly or indirectly, indirectly by the CorporationCompany, are fully paid in accordance with its articles of association, memorandum of association or charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”). Except for None of the Subsidiaries outstanding share capital or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests equity interest in any other entity and except as set forth Subsidiary was issued in DL 3.6, neither the Corporation nor violation of preemptive or similar rights of any security holder of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a such Subsidiary. All of the shares constitutive or organizational documents of capital stock each of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are ownedin full force and effect. Apart from the Subsidiaries, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control. Other than the Subsidiaries, the Company does not directly or indirectly, by indirectly control any entity through contractual arrangements or otherwise such that the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Subsidiaries are reserved for issuance and there are no outstanding Company on the consolidated financial statements of the Company, regardless of whether the Company directly or authorized options, warrants, rights, subscriptions, claims indirectly owns less than a majority of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock equity interests of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariesperson.

Appears in 3 contracts

Samples: Underwriting Agreement (Jin Medical International Ltd.), Underwriting Agreement (Jin Medical International Ltd.), Underwriting Agreement (Jin Medical International Ltd.)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary Each Subsidiary of the Corporation (the "Subsidiaries"), and except as set forth on DL 3.6, each of the Subsidiaries Company is duly incorporated and organized, validly existing as a corporation and, where applicable, in good standing under the laws of its jurisdiction of incorporation, with full corporate organization and has the requisite power and authority to conduct own, lease and operate its assets and properties and to carry on its business as it is now being conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each Subsidiary of the Subsidiaries Company is duly qualified or licensed to do business as a foreign corporation transact business, and is in good standing standing, in every jurisdictioneach jurisdiction in which the properties owned, both domestic and foreign, where the character of the property owned leased or leased operated by it or the nature of its activities the business conducted by it makes such qualification necessary, ; except where the failure to be so qualified or licensed is in all cases as would not reasonably likely be expected to have have, individually or in the aggregate, a Company Material Adverse Effect on the Corporation and its Subsidiaries, taken as a wholeEffect. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwisei) to or in any entity other than a Subsidiary. All of the outstanding shares of capital stock of each Subsidiary of the Subsidiaries have been duly authorized and Company are validly issued, are fully paid paid, nonassessable and nonassessable, are not subject to, nor were they issued in violation of, any free of preemptive rights, liens and any other limitation or restriction, (ii) all such shares are owned, owned directly or indirectly, indirectly by the Corporation free Company, and clear (iii) there are no outstanding (A) securities of all Encumbrances, options the Company or claims whatsoever. No any of its Subsidiaries convertible into or exchangeable for shares of capital stock of or other voting securities or ownership interests in any such Subsidiary or (B) options or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Subsidiaries Company or any such Subsidiary to issue, any capital stock of or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock of or other voting securities or ownership interests in, any such Subsidiary (the outstanding shares of the capital stock of each Subsidiary of the Company, together with the items in clauses (A) and (B) being referred to collectively as the "Company Subsidiary Securities"). There are reserved for issuance no subscriptions, options, warrants, voting trusts, proxies or other commitments, understandings, restrictions or arrangements relating to the issuance, sale, voting or transfer of any Company Subsidiary Securities, and there are no outstanding or authorized options, warrants, rights, subscriptions, claims obligations of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary Company or any securities convertible intoof its Subsidiaries to repurchase, exchangeable for, redeem or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by otherwise acquire any of the Company Subsidiary Securities. The Company has no material investment in any entity, other than its Subsidiaries, and no other entity in which the Company has an investment is material to the Company or any of its business segments. Since December 31, 2002, there has not been any making of any loan, advance or capital contributions by the Company or any of its Subsidiaries to or any other investment in any Person, other than loans, advances or capital contributions to or investments in its wholly owned Subsidiaries made in the ordinary course of business consistent with past practices.

Appears in 3 contracts

Samples: Document Agreement and Plan of Merger (Information Resources Inc), Document Agreement and Plan of Merger (Information Resources Inc), Document Agreement and Plan of Merger (Information Resources Inc)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary Each of the Corporation (the "Subsidiaries")Company’s subsidiaries has been duly incorporated or formed, as applicable, and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation corporation, limited partnership or limited liability company, as applicable, duly qualified to do business and in good standing under the laws of its the jurisdiction of incorporationits incorporation or formation, with full corporate as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as it is now conducted described in the Registration Statement, the Pricing Disclosure Package and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such qualification necessaryProspectus, except where the failure to be so qualified or licensed is in good standing or have such power or authority would not reasonably likely be expected to have result in a Material Adverse Effect on Effect. Each of the Corporation and its Subsidiaries, taken Company’s subsidiaries is duly qualified as a whole. All Subsidiaries are wholly ownedforeign corporation, directly limited partnership or indirectlylimited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the Corporation. Except ownership or leasing of property or the conduct of business, except for such jurisdictions where the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject failure to any obligation or requirement to provide funds for so qualify or to make any investment (be in good standing would not, individually or in the form of aggregate, reasonably be expected to result in a loan, capital contribution or otherwise) to or in any entity other than a SubsidiaryMaterial Adverse Effect. All of the shares of issued and outstanding capital stock or other ownership interest of the Subsidiaries have each subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, non-assessable and are owned, is owned by the Company directly or indirectlythrough subsidiaries, by the Corporation free and clear of all Encumbrancesany security interest, options mortgage, pledge, lien, encumbrance or claims whatsoeverclaim, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. No None of the outstanding shares of capital stock stock, limited liability company interests or limited partnership interests, as the case may be, of any subsidiary was issued in violation of the Subsidiaries are reserved for issuance and there are no outstanding preemptive or authorized options, warrants, rights, subscriptions, claims similar rights of any charactersecurityholder, agreementsmember or partner, obligationsas the case may be, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiarysubsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any The only subsidiaries of the SubsidiariesCompany are the subsidiaries listed on Exhibit B hereto.

Appears in 3 contracts

Samples: Underwriting Agreement (Colfax CORP), Underwriting Agreement (Colfax CORP), Underwriting Agreement (Colfax CORP)

Subsidiaries. Attached hereto as DL 3.6 (a) Each Subsidiary of the Company that is actively engaged in any business or owns any material assets (each, an "Active Subsidiary") (i) that is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries"), and except as set forth on DL 3.6, each of the Subsidiaries corporation is duly incorporated and incorporated, validly existing as a corporation and in good standing under the laws of its jurisdiction of incorporation, with full (ii) that is a partnership, limited liability company or trust is duly organized and validly existing under the laws of its jurisdiction of organization, (iii) except as set forth in Schedule 3.5(a) of the Company Disclosure Schedule, has all corporate power and authority to conduct to, and all governmental licenses, authorizations, consents and approvals required to, carry on its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries (iv) is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification or licensing necessary, except where the failure for failures of this representation and warranty to be so qualified or licensed is not reasonably likely to true which would not, in the aggregate, have a Material Adverse Effect on the Corporation and its SubsidiariesEffect. For purposes of this Agreement, taken as a whole. All Subsidiaries are wholly owned"Subsidiary" means with respect to any Person, any corporation or other entity of which such Person owns, directly or indirectly, by more than 50% of the Corporationoutstanding voting stock or other equity interests. All Subsidiaries and their respective jurisdictions of incorporation are identified in Schedule 3.5(a) of the Company Disclosure Schedule. (b) Except for the Subsidiaries or as set forth in DL 3.6Schedule 3.5(b) of the Company Disclosure Schedule, (i) all of the Corporation does not ownoutstanding shares of capital stock of each Subsidiary of the Company that is a corporation are duly authorized, directly validly issued, fully paid and nonassessable, and such shares are owned by the Company or indirectlyby a Subsidiary of the Company (other than directors' qualifying shares and nominal shares held by other Persons as may be required by local law) free and clear of any Liens (as defined hereafter) or limitations on voting rights and (ii) all equity interests in each Subsidiary of the Company that is a partnership, joint venture, limited liability company or trust are owned by the Company or by a Subsidiary of the Company, free and clear of any Liens or limitations on voting rights; provided that no representation is made as to any shares of capital stock or other equity interests owned by any Persons other than the Company. Except as set forth in Schedule 3.5(b) of the Company Disclosure Schedule, there are no subscriptions, options, warrants, calls, rights, convertible securities or other ownership agreements or commitments of any character relating to the issuance, transfer, sale, delivery, voting or redemption (including any rights of conversion or exchange under any outstanding security or other instrument) for, any of the capital stock or other equity interests of any of such Subsidiaries. Except as set forth in Schedule 3.5(b) of the Company Disclosure Schedule, there are no agreements requiring the Company or any of its Subsidiaries to make contributions to the capital of, or lend or advance funds to, any Subsidiaries of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, deed of trust, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. (c) Except for interests in any other entity the Subsidiaries and except as set forth in DL 3.6Schedule 3.5(c) of the Company Disclosure Schedule, neither the Corporation Company nor any of its Subsidiaries is subject to owns directly or indirectly any obligation interest or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution whether equity or otherwisedebt) to or in any corporation, partnership, joint venture, business, trust or entity (other than a Subsidiaryinvestments in short-term investment securities). All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiaries.SECTION 3.6

Appears in 3 contracts

Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Tower Realty Trust Inc), Agreement and Plan of Merger Agreement and Plan of Merger (Reckson Associates Realty Corp), Agreement and Plan of Merger Agreement and Plan of Merger (Reckson Associates Realty Corp)

Subsidiaries. Attached hereto as DL 3.6 is (a) Schedule 4.2(a) of the Buyer Disclosure Schedule sets forth a true and complete list of each subsidiary Significant Subsidiary of Parent and each other Subsidiary of Parent that is not directly or indirectly wholly owned by Parent or its Significant Subsidiaries, together with its jurisdiction of organization and its authorized and outstanding Equity Securities as of the Corporation (the "Subsidiaries")date hereof. Each Subsidiary of Parent is duly organized, validly existing, and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full organization and has all requisite corporate or similar power and authority to conduct own, lease and operate its business Assets and to carry on its portion of the Parent Business as it is now currently conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign corporation or other entity in every jurisdiction, both domestic and foreign, each jurisdiction where the character ownership or operation of the property owned or leased by it its Assets or the nature conduct of its activities makes business requires such qualification necessaryqualification, except where the failure for failures to be so duly organized, validly existing, qualified or licensed is not in good standing that would not, individually or in the aggregate, reasonably likely be expected to have a Parent Material Adverse Effect on Effect. Buyer has provided or made available to Seller true and complete copies of the Corporation certificate of incorporation and its Subsidiariesbylaws (or similar organizational documents) of each of the Significant Subsidiaries of Parent as in effect as of the date hereof. As of the date hereof, taken as a whole. All Subsidiaries are wholly ownedParent owns, directly or indirectly, by the Corporation. Except for through one or more of its other Subsidiaries, all right, title and interest in and to all outstanding Equity Securities of the Subsidiaries or indicated as set forth in DL 3.6, owned by it on Schedule 4.2(a) of the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a SubsidiaryBuyer Disclosure Schedule. All of the shares of capital stock outstanding Equity Securities of the Subsidiaries of Parent have been duly authorized authorized, and are validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariesnon-assessable.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Adelphia Communications Corp), Asset Purchase Agreement (Adelphia Communications Corp), Asset Purchase Agreement (Time Warner Inc)

Subsidiaries. Attached hereto as DL 3.6 is (a) Section 5.4 of the Company Disclosure Letter sets forth a true and complete list of each subsidiary of the Corporation (the "Subsidiaries"), and except as set forth on DL 3.6, each all of the Subsidiaries of the Company, the jurisdiction of incorporation or formation of each such Subsidiary and, as of the date hereof, the jurisdictions in which each such Subsidiary is qualified or licensed to do business. Each of the Company’s Subsidiaries is a corporation duly organized, validly existing and is in good standing under the Applicable Law of its jurisdiction of incorporation or organization, has the corporate or other entity power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted, and is duly incorporated qualified to do business and validly existing as a corporation is in good standing under the laws of its any jurisdiction of incorporation, with full corporate power and authority to conduct its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where which the character of the property properties owned or leased by it therein or in which the nature transaction of its activities business makes such qualification necessary, except where the for jurisdictions in which such failure to be so qualified or licensed is in good standing, individually or in the aggregate, has not had and would not reasonably likely be expected to have a Company Material Adverse Effect on the Corporation and its Subsidiaries, taken as a wholeEffect. All Subsidiaries are wholly ownedof the outstanding shares of capital stock of, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6in, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All each of the shares of capital stock of the Company’s Subsidiaries have been are duly authorized and authorized, validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any nonassessable and free of preemptive rightsrights (except as such nonassessability may be affected by Applicable Law), and are owned, directly or indirectly, by the Corporation Company free and clear of all Encumbrancesany mortgage, options or claims whatsoever. No shares deed of capital stock trust, lien, security interest, pledge, lease, conditional sale contract, charge, privilege, easement, right of any way, reservation, option, right of the Subsidiaries are reserved for issuance first refusal and there are no outstanding or authorized optionsother encumbrance (each, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(iia “Lien”), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiaries.

Appears in 3 contracts

Samples: Voting Agreement (TGC Industries Inc), Voting Agreement (Dawson Geophysical Co), Agreement and Plan of Merger (TGC Industries Inc)

Subsidiaries. Attached Schedule 4.4 hereto as DL 3.6 is a true and complete list sets forth the name of each subsidiary Subsidiary and, with respect to each Subsidiary, the jurisdiction in which it is incorporated or organized, the number of shares of its authorized capital stock, the number and class of shares thereof duly issued and outstanding, the names of all stockholders or other equity owners and the number of shares of stock owned by each stockholder or the amount of equity owned by each equity owner. All of the Corporation (the "Subsidiaries")outstanding shares of capital stock or equity interests of each Subsidiary are validly issued, fully paid and non-assessable, and the shares or other equity interests shown on Schedule 4.4 as being owned by any Company are owned by such Company free and clear of any and all Liens of any kind whatsoever, except as set forth on DL 3.6Schedule 4.4. No shares of capital stock are held by any Subsidiary as treasury stock. There is no existing option, warrant, call, commitment or agreement to which any Subsidiary is a party requiring, and there are no convertible securities of any Subsidiary outstanding which upon conversion would require, the issuance of any additional shares of capital stock or other equity interests of any Subsidiary or other securities convertible into shares of capital stock or other equity interests of any Subsidiary or other equity security of any Subsidiary. With respect to any Subsidiary which is shown on Schedule 4.4 as having shares or other equity interests owned by a Person other than a Company, each such Person has no rights as a shareholder or holder of the Subsidiaries other equity interests in any Subsidiary, whether by contract, Subsidiary charter document or otherwise, other than rights which are available to a shareholder or holder of other equity interests existing by operation of applicable Law. Each Subsidiary is a duly incorporated organized and validly existing as a corporation or other entity in good standing under the laws of its the jurisdiction of incorporation, with full corporate power its organization and authority to conduct its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation under the laws of (i) each jurisdiction in which it owns or leases real property and is (ii) each other jurisdiction in good standing the United States in every jurisdiction, both domestic and foreign, where which the character conduct of the property owned or leased by it its business or the nature ownership of its activities makes assets requires such qualification necessary, except and where the failure to be so qualified or licensed is not reasonably likely to would have a Material Adverse Effect material adverse effect on the Corporation Subsidiary and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as each such jurisdiction described in (i) and (ii) above is set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity on Schedule 4.4. Each Subsidiary has all requisite corporate power and except authority to own its properties and carry on its business as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariespresently conducted.

Appears in 3 contracts

Samples: Purchase Agreement (Regal Beloit Corp), Purchase Agreement (Tecumseh Products Co), Purchase Agreement (Tecumseh Products Co)

Subsidiaries. Attached hereto as DL 3.6 Each of the Company's Subsidiaries is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries")corporation duly organized, and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation and in good standing under the laws of its jurisdiction of incorporation, with full incorporation and has all requisite corporate power and authority to conduct own, lease and operate its properties and to carry on its business as it is now conducted and to own the properties and assets it now ownsbeing conducted. Except as set forth in DL 3.6, each Each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation to do business, and is in good standing standing, in every jurisdiction, both domestic and foreign, each jurisdiction where the character of the property its properties owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is in good standing would not reasonably likely to have a Material Adverse Effect on the Corporation Company. Exhibit 21 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (the "1998 10-K"), as filed with SEC, lists the only Subsidiaries of the Company at December 31, 1998, and all Subsidiaries of the Company thereafter formed or acquired are listed in the Company Disclosure Letter. All of the outstanding shares of capital stock of the Subsidiaries are validly issued, fully paid and nonassessable and, other than directors' qualifying shares in the case of foreign Subsidiaries, are owned by the Company or by a wholly owned Subsidiary of the Company free and clear of all material liens, claims, charges or encumbrances, and there are no irrevocable proxies with respect to such shares. Except as set forth in the Company Disclosure Letter and except for the capital stock of its Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, joint venture, limited liability company or other entity which is material to the business of the Company and its Subsidiaries, taken as a whole. All Subsidiaries There are wholly owned, directly or indirectly, by no material restrictions on the Corporation. Except for Company to vote the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the its Subsidiaries.

Appears in 3 contracts

Samples: Agreement and Plan (Diamond Multimedia Systems Inc), Agreement and Plan (S3 Inc), Agreement and Plan (Diamond Multimedia Systems Inc)

Subsidiaries. Attached hereto as DL 3.6 Each Subsidiary is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries")a) duly organized, validly existing, and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation in good standing under the laws of the jurisdiction in which it is organized except, in the case of a Subsidiary that is not a Guarantor, where the failure to be in good standing would not have a Material Adverse Effect and (b) has full and adequate power to own its jurisdiction of incorporation, with full corporate power Property and authority to conduct its business as it is now conducted conducted, and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where each jurisdiction in which the character nature of the property owned or leased business conducted by it or the nature of its activities makes the Property owned or leased by it requires such qualification necessary, licensing or qualifying; except where in each case referred to in clause (b) to the extent that the failure to be do so qualified or licensed is would not reasonably likely to have a Material Adverse Effect on Effect. Schedule 6.2 hereto is a correct and complete copy of the Corporation organizational chart of Global Medical REIT and its SubsidiariesSubsidiaries as of the Closing Date (including with respect to future periods as to which this representation is required to be remade, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by updated from time to time as provided in Section 8.5(l)) and identifies the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity jurisdiction of organization of Global Medical REIT and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a each Subsidiary. All of the outstanding shares of capital stock and other equity interests of the each Subsidiary are validly issued and outstanding and, with respect to Subsidiaries have been duly authorized and validly issuedthat are corporations, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and all such shares and other equity interests indicated on Schedule 6.2 as owned by Global Medical REIT or a Subsidiary are owned, directly or indirectlybeneficially and of record, by the Corporation Global Medical REIT or such Subsidiary free and clear of all EncumbrancesLiens (other than Permitted Liens). Other than as publicly disclosed by Global Medical REIT or any Subsidiary of Global Medical REIT in any filings with any securities exchange or the Securities and Exchange Commission or any successor agency, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding commitments or authorized other obligations of the Borrower or any Subsidiary of the Borrower to issue, and no options, warrants, rights, subscriptions, claims warrants or other rights of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating Person to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe foracquire, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions any class of any kind which prevent the payment of dividends by any capital stock or other equity interests of the SubsidiariesBorrower or any Subsidiary of the Borrower.

Appears in 3 contracts

Samples: Credit Agreement (Global Medical REIT Inc.), Credit Agreement (Global Medical REIT Inc.), Credit Agreement (Global Medical REIT Inc.)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries"), and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to conduct its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6the Side Letter, each Restricted Subsidiary is duly organized, validly existing and in good standing (or their equivalents under applicable local law) under the laws of the Subsidiaries jurisdiction in which it is incorporated or organized, as the case may be, has full and adequate power to own its Property and conduct its business as now conducted, and is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where each jurisdiction in which the failure to be so qualified or licensed is not reasonably likely to in good standing would have a Material Adverse Effect on Effect. As of the Corporation date hereof, Schedule 5.2 hereto identifies each Restricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly capital stock or indirectly, other equity interests owned by the Corporation. Except for Company and the Restricted Subsidiaries or and, if such percentage is not 100% (excluding directors’ qualifying shares as set forth in DL 3.6required by law), the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any a description of each class of its Subsidiaries is subject to authorized capital stock and other equity interests and the number of shares of each class issued and outstanding and the Company will notify the Agent of any obligation or requirement to provide funds for or to make any investment (material changes in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiarysuch information. All of the outstanding shares of capital stock and other equity interests of the Subsidiaries have been duly authorized each such Subsidiary are validly issued and validly issued, are outstanding and fully paid and nonassessablenonassessable (except for the provisions of Section 630 of the Business Corporation Law of the State of New York, as to New York Corporations) and as of the date hereof all such shares and other equity interests indicated on Schedule 5.2 as owned by the Company or a Restricted Subsidiary are not subject to, nor were they issued in violation of, any preemptive rights, and are as of the date hereof owned, directly or indirectlybeneficially and of record, by the Corporation Company or such Restricted Subsidiary free and clear of all Encumbrances, options or claims whatsoeverLiens not permitted hereby. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there There are no outstanding commitments or authorized other obligations of any Restricted Subsidiary to issue, and no options, warrants, rights, subscriptions, claims warrants or other rights of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating Person to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe foracquire, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions any class of capital stock or other equity interests of any kind which prevent the payment of dividends by any Restricted Subsidiary except in favor of the SubsidiariesCompany or a Restricted Subsidiary.

Appears in 3 contracts

Samples: Credit Agreement (Emcor Group Inc), Credit Agreement (Emcor Group Inc), Credit Agreement (Emcor Group Inc)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary (a) Each Subsidiary of the Corporation (the "Subsidiaries"), and except as set forth on DL 3.6, each of the Subsidiaries Company is duly incorporated and organized, validly existing as a corporation and in good standing under the laws of its jurisdiction of incorporationorganization, with full corporate power and authority has all powers and all governmental licenses, authorizations, consents and approvals required to conduct carry on its business as it is now conducted and conducted, except for those the absence of which would not, individually or in the aggregate, be reasonably likely to own have a Company Material Adverse Effect. For purposes of this Agreement, the properties and assets it now owns. Except as set forth in DL 3.6term “Subsidiary,” when used with respect to any Person, each means any other Person, whether incorporated or unincorporated, of which (i) more than fifty percent of the voting securities or other ownership interests is owned by such Person or one or more of its Subsidiaries, (ii) such Person or one or more of its Subsidiaries is a general partner or holds a majority of the voting interests of a partnership or (iii) securities or other interests having by their terms ordinary voting power to elect more than fifty percent of the board of directors or others performing similar functions with respect to such corporation or other organization, are directly owned or controlled by such Person or by any one or more of its Subsidiaries. For the avoidance of doubt, for all purposes of this Agreement, the MLP and its Subsidiaries shall be deemed to be Subsidiaries of the Company. The MLP consummated the transactions contemplated by that certain Partnership Restructuring Agreement, dated as of October 3, 2019, by and among the MLP, Opco and the other parties thereto in accordance in all material respects with the terms thereof as disclosed in the Company SEC Documents and the MLP SEC Documents. Each Subsidiary of the Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where each jurisdiction in which the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not, individually or licensed is not in the aggregate, be reasonably likely to have a Company Material Adverse Effect on the Corporation and its Subsidiaries, taken as a wholeEffect. All Subsidiaries are wholly owned“significant subsidiaries” (as such term is defined in Section 1-02 of Regulation S-X under the Exchange Act) of the Company and all entities listed on Exhibit 21 to the Company 10-K (collectively, directly or indirectly, by the Corporation. Except and including for the Subsidiaries or as set forth in DL 3.6avoidance of doubt the MLP, the Corporation does not own, directly or indirectly, securities or other ownership interests “Significant Subsidiaries”) and their respective jurisdictions of organization are identified in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwiseSection 3.6(a) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the SubsidiariesCompany Disclosure Schedules.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Hess Corp), Agreement and Plan of Merger (Hess Corp), Agreement and Plan of Merger (Chevron Corp)

Subsidiaries. Attached Set forth in SCHEDULE 2.2 hereto as DL 3.6 is a true and complete list of all Subsidiaries stating, with respect to each subsidiary Subsidiary, its jurisdiction of the Corporation (the "Subsidiaries")incorporation or organization, date of incorporation or organization, capitalization and except as set forth on DL 3.6, each of the Subsidiaries equity ownership. Each Subsidiary is a corporation duly incorporated and or organized, validly existing as a corporation and in good standing under the laws of its the jurisdiction of incorporation, with full corporate power and authority its incorporation or organization. Each Subsidiary is duly qualified to conduct its business as it is now conducted and to own the properties and assets it now ownsin each state listed on SCHEDULE 2.2 hereof. Except as set forth in DL 3.6SCHEDULE 2.2 hereof, each of the Subsidiaries Subsidiary has timely filed each Annual Report required to be filed by it in each state in which it is duly required to be qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiarycorporation. All of the outstanding shares of capital stock of the Subsidiaries each Subsidiary have been duly and validly authorized and validly issued, are fully paid and nonassessablenon-assessable, are have not subject to, nor were they been issued in violation of, of any preemptive rightsor other right of any Person or of any laws, and are ownedowned beneficially and of record by Company as specified on SCHEDULE 2.2, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever ("LIENS"). Complete and correct copies of the Charter Documents of each Subsidiary, as amended and currently in effect, and each Annual Report filed by a Subsidiary have been heretofore delivered to Buyer. No Subsidiary is in violation of any of the provisions of its Charter Documents. Except as described in SCHEDULE 2.2 hereto, neither Company nor any Subsidiary owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person (other than Subsidiaries) or has any agreement or commitment to purchase any such interest, and Company and its Subsidiaries have not agreed and are not obligated to make nor are bound by the Corporation free and clear of all Encumbrancesany written, options oral or claims whatsoever. No shares of capital stock other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the Subsidiaries are reserved for issuance and there are no outstanding date hereof or authorized optionsany date hereafter, warrants, rights, subscriptions, claims under which any of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or them may become be obligated to issue make any shares of future investment in or capital stock of such Subsidiary or contribution to any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariesother entity.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Asap Show, Inc.), Securities Purchase Agreement (Cyber Merchants Exchange Inc), Securities Purchase Agreement (Cyber Merchants Exchange Inc)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary Each of the Corporation Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the "Subsidiaries")Securities Act) has been duly incorporated or organized, as the case may be, and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of its the jurisdiction of incorporation, with full corporate its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as it is now conducted described in the Registration Statement and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such qualification necessaryProspectus, except where the failure to be so qualified organized or licensed is not existing or in good standing would not, individually or in the aggregate, reasonably likely be expected to have result in a Material Adverse Effect on Change. Each of the Corporation and its Subsidiaries, taken Company’s subsidiaries is duly qualified as a whole. All Subsidiaries are wholly ownedforeign corporation, directly partnership or indirectlylimited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the Corporation. Except for ownership or leasing of property or the Subsidiaries conduct of business except where the failure to be so organized or as set forth existing or in DL 3.6good standing would not, the Corporation does not own, directly individually or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of aggregate, reasonably be expected to result in a loan, capital contribution or otherwise) to or in any entity other than a SubsidiaryMaterial Adverse Change. All of the shares of issued and outstanding capital stock or other equity or ownership interests of each of the Subsidiaries Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessablenonassessable and are owned by the Company, are not subject todirectly or through subsidiaries, nor were they free and clear of any material security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding capital stock or equity interest in any subsidiary was issued in violation of, of preemptive or similar rights of any preemptive rights, security holder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are ownedin full force and effect. The Company does not own or control, directly or indirectly, by the Corporation free and clear of all Encumbrancesany corporation, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, association or other commitments, contingent or otherwise, relating entity other than the subsidiaries listed in Exhibit 21 to the capital stock of any SubsidiaryCompany’s Annual Report on Form 10‑K for the fiscal year ended December 31, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary2019. Except as set forth in DL 3.6(ii)the Prospectus, there are no restrictions of subsidiary is currently subject to a direct or indirect prohibition on paying any kind which prevent dividends to the payment of dividends by Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the SubsidiariesCompany or any other subsidiary of the Company that would, individually or in the aggregate, result in a Material Adverse Change.

Appears in 3 contracts

Samples: Urban One, Inc., Urban One, Inc., Urban One, Inc.

Subsidiaries. Attached hereto as DL 3.6 is a true Other than the Company and complete list of each subsidiary of the Corporation (the "Subsidiaries"), and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to conduct its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation Seller does not have any direct or indirect subsidiaries and does not hold of record or beneficially own, directly or indirectlyindirectly through any other Person, securities and has not agreed to purchase or otherwise acquire, the capital stock or other ownership equity or voting interests in of, or any other entity and except as set interest convertible into or exchangeable for, such capital stock or such equity or voting interests of, any Person. Schedule 4.5 sets forth in DL 3.6, neither for each Subsidiary the Corporation nor any amount of its Subsidiaries is subject to authorized and outstanding membership interests, and there are no other membership interests or other securities of any obligation Subsidiary issued or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiaryoutstanding. All As of the shares of capital stock date hereof, all of the Subsidiaries outstanding membership interests of each Subsidiary are owned of record and beneficially by Seller, free and clear of all Encumbrances, have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rightsnon-assessable, and are ownedhave been offered, directly or indirectlyissued, sold and delivered to Seller in compliance with all applicable Requirements of Law, including the Securities Act. As of the Closing, all of the outstanding membership interests of each Subsidiary will be owned of record and beneficially by the Corporation Company, free and clear of all Encumbrances, options will have been duly authorized and validly issued, will be fully paid and non-assessable, and will have been offered, issued, sold and delivered to the Company in compliance with all applicable Requirements of Law, including the Securities Act. Parent does not have any direct or claims whatsoever. No shares of capital stock of any of indirect subsidiaries other than Seller, the Company and the Subsidiaries are reserved for issuance and there are no outstanding does not hold of record or authorized optionsbeneficially own, warrantsdirectly or indirectly through any other Person, rightsand has not agreed to purchase or otherwise acquire, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiaryor other equity or voting interests of, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities interest convertible into, into or exchangeable for, such capital stock or evidenced in the right to subscribe forsuch equity or voting interests of, any shares of such Subsidiary. Except as set forth in DL 3.6(ii)Person other than Seller, there are no restrictions of any kind which prevent the payment of dividends by any of Company and the Subsidiaries.

Appears in 3 contracts

Samples: Unit Purchase Agreement (Marquee Holdings Inc.), Unit Purchase Agreement (Amc Entertainment Inc), Unit Purchase Agreement (Amc Entertainment Inc)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each Each subsidiary of the Corporation Company (individually a “Subsidiary” and collectively, the "Subsidiaries"), and except as set forth on DL 3.6, each of the Subsidiaries is ”) has been duly incorporated and or organized, is validly existing as a corporation or other legal entity in good standing (or the foreign equivalent thereof) under the laws of its the jurisdiction of incorporationits incorporation or organization, with full has the corporate power and authority to own its properties and to conduct its business as it is now conducted currently being carried on and to own as described in the properties Registration Statement, the Disclosure Package and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries Prospectus and is duly qualified or licensed to do transact business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where each jurisdiction in which the character of the property owned or leased by it or the nature conduct of its activities makes business or its ownership, leasing or operation of property requires such qualification necessaryqualification, except where to the extent that the failure to be so qualified or licensed is be in good standing would not reasonably likely to have result in a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a SubsidiaryEffect. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of the Subsidiaries Company have been duly and validly authorized and validly issued, are fully paid and nonassessablenon-assessable and, except as set forth in that certain Security Interest Agreement, dated January 26, 2012, or as otherwise described in the Registration Statement, the Disclosure Package and in the Prospectus, are not subject toowned directly by the Company or through its wholly-owned subsidiaries, nor were they free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except the Company, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of, of any preemptive rightsor other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for its Subsidiaries, and are ownedthe Company owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entity. The Company has no significant subsidiaries (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of Commission) other than the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating listed on Exhibit 8.1 to the capital stock of any SubsidiaryCompany’s Annual Report on Form 20-F for the year ended December 31, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiaries2011.

Appears in 3 contracts

Samples: Placement Agency Agreement (Rosetta Genomics Ltd.), Placement Agency Agreement (Rosetta Genomics Ltd.), Placement Agency Agreement (Rosetta Genomics Ltd.)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries"), and except as set forth on DL 3.6, each a) Each of the Subsidiaries of the Company is duly incorporated formed and validly existing as a corporation and, to the extent applicable, in good standing under the laws of its the jurisdiction of incorporation, with full corporate its organization and has all requisite power and authority to conduct own, lease and operate its properties and to carry on its business as it is now conducted and to own the properties and assets it now ownsbeing conducted. Except as set forth in DL 3.6, each Each Subsidiary of the Subsidiaries Company is duly qualified or licensed to do business as a foreign corporation and and, to the extent applicable, is in good standing in every jurisdiction, both domestic and foreign, where the character of each jurisdiction in which the property owned owned, leased or leased operated by it or the nature of its activities the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified qualified, licensed or licensed is in good standing would not be reasonably likely to have a Company Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the CorporationEffect. Except for the Subsidiaries or as set forth in DL 3.6Section 2.3 of the Company Disclosure Schedule, the Corporation does respective certificates of incorporation and by-laws and other organizational documents of the Subsidiaries of the Company do not own, directly contain any provision limiting or indirectly, securities otherwise restricting the ability of the Company to control such Subsidiaries. The Company has heretofore made available to Purchaser true and complete copies of the respective certificates of incorporation and by-laws or other ownership organizational documents of the Subsidiaries of the Company. (b) Section 2.3 of the Company Disclosure Schedule lists all of the Subsidiaries of the Company. All of the outstanding shares of capital stock of, or other equity interests in, each of the Subsidiaries of the Company are duly authorized and validly issued and, in the case of shares of capital stock, are fully paid and, to the extent applicable, nonassessable and free of any other entity and preemptive rights, and, except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All Section 2.3 of the Company Disclosure Schedule, all such shares of capital stock of the Subsidiaries have been duly authorized and validly issued, or other equity interests are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, owned directly or indirectly, indirectly by the Corporation Company free and clear of all Encumbrancesliens, options security interests, claims, pledges, rights of first refusal, limitations on voting rights, charges or claims other encumbrances of any nature whatsoever. No shares of capital stock of any of the Company's Subsidiaries are reserved for issuance and there issuance, except to the Company or another wholly-owned Subsidiary of the Company. There are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, commitments contingent or otherwise, otherwise relating to the capital stock of any Subsidiary, Subsidiary of the Company pursuant to which such Subsidiary is or may become obligated obliged to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in evidencing the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent other than such rights granted to the payment of dividends by any of the Subsidiaries.5

Appears in 3 contracts

Samples: Acquisition Agreement (Elsag Bailey Process Automation N V), Acquisition Agreement (Elsag Bailey Process Automation N V), Acquisition Agreement (Abb Transportation Participations B V)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries"), and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to conduct its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation MainStreet does not own, directly or indirectly, securities five percent (5%) or more of the outstanding capital stock or other ownership equity interests of any corporation, bank or other organization actively engaged in any other entity and business except as set forth in DL 3.6Section 3.3(b) in the MainStreet Disclosure Schedule (each individually a “MainStreet Subsidiary” and collectively the “MainStreet Subsidiaries”). Each MainStreet Subsidiary (i) is a duly organized bank, neither corporation, limited liability company or statutory trust, validly existing and in good standing under applicable laws, (ii) has full corporate power and authority to carry on its business as now conducted and (iii) is duly qualified to do business in the Corporation nor any states where its ownership or leasing of property or the conduct of its Subsidiaries is subject business requires such qualification and where the failure to any obligation or requirement to provide funds for or to make any investment (in the form of so qualify would have a loan, capital contribution or otherwise) to or in any entity other than Material Adverse Effect on MainStreet on a Subsidiaryconsolidated basis. All of the The outstanding shares of capital stock or equity interests of the Subsidiaries each MainStreet Subsidiary have been duly authorized and are validly issuedissued and outstanding, are fully paid and nonassessable, nonassessable and all such shares are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, indirectly owned by the Corporation MainStreet free and clear of all Encumbrancesliens, options claims and encumbrances or claims whatsoeverpreemptive rights of any person. No shares of rights are authorized, issued or outstanding with respect to the capital stock or equity interests of any of the Subsidiaries are reserved for issuance MainStreet Subsidiary and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible understandings or exchangeable securities, or other commitments, contingent or otherwise, commitments relating to the right of MainStreet to vote or to dispose of the capital stock or equity interests of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such MainStreet Subsidiary. Except A true and complete list of each direct and indirect MainStreet Subsidiary as of the date hereof is set forth in DL 3.6(iiSection 3.3(b) of the MainStreet Disclosure Schedule that shows the jurisdiction of organization of each MainStreet Subsidiary, its form of organization (corporate, partnership, joint venture), there are no restrictions and lists the owner(s) and percentage ownership (direct or indirect) of any kind which prevent the payment of dividends by any of the Subsidiarieseach MainStreet Subsidiary.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Mainstreet Bankshares Inc), Agreement and Plan of Reorganization (American National Bankshares Inc.)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary Section 4(f) of the Corporation Disclosure Schedule sets forth for each Subsidiary of any Target (i) its name and jurisdiction of incorporation or organization, (ii) the "Subsidiaries")authorized shares equity, (iii) the issued and outstanding equity, the names of the holders thereof, and except as set forth on DL 3.6the number of units and percentage ownership held by each such holder, each of and (iv) the Subsidiaries is duly incorporated and validly existing as a corporation equity held in good standing under the laws of its jurisdiction of incorporationtreasury, with full corporate power and authority to conduct its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiaryif any. All of the shares issued and outstanding equity of capital stock each Subsidiary of the Subsidiaries any Target have been duly authorized and are validly issued, are fully paid paid, and, if applicable, non-assessable. Targets and/or one or more of their Subsidiaries hold of record and nonassessableown beneficially all of the outstanding equity of each Subsidiary of Target, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrancesany restrictions on transfer (other than restrictions under the Securities Act and state securities laws), options or claims whatsoeverTaxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there There are no outstanding or authorized options, warrants, purchase rights, subscriptionssubscription rights, claims of any characterconversion rights, agreements, obligations, rights of redemption, convertible or exchangeable securitiesexchange rights, or other commitmentscontracts or commitments that could require Targets or any of their Subsidiaries to sell, contingent transfer, or otherwise, relating to the otherwise dispose of any capital stock of any Subsidiaryof their Subsidiaries or that could require any Subsidiary of Targets to issue, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable forsell, or evidenced otherwise cause to become outstanding any of its own equity. There are no outstanding equity appreciation, phantom equity, profit participation, or similar rights with respect to any Subsidiary of Targets. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any equity of any Subsidiary of Targets. None of Targets nor any of their Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in the right to subscribe forany corporation, any shares partnership, trust, or other business association that is not a Subsidiary of such SubsidiaryTargets. Except as for the Subsidiaries set forth in DL 3.6(ii)Section 4(f) of the Disclosure Schedule, there are no restrictions none of any kind which prevent the payment of dividends by Targets nor any of the Subsidiariestheir Subsidiaries owns or has any right to acquire, directly or indirectly, any outstanding capital stock of, or other equity interests in, any Person.

Appears in 2 contracts

Samples: Securities Purchase and Exchange Agreement (TerrAscend Corp.), Securities Purchase and Exchange Agreement

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary Section 3.9 of the Corporation Company Disclosure Letter sets forth for each Subsidiary of Company (the "Subsidiaries"), i) its name and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and authority to conduct outstanding shares of each class of its business as it is now conducted and to own capital stock, the properties and assets it now owns. Except as set forth in DL 3.6, each names of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation holders thereof, and is in good standing in every jurisdictionthe number of shares held by each such holder, both domestic and foreign, where (iv) the character number of the property owned or leased by it or the nature shares of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth capital stock held in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiarytreasury. All of the issued and outstanding shares of capital stock of the Subsidiaries each Subsidiary of Company have been duly authorized and are validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by . All of the Corporation outstanding shares of each Subsidiary of Company is free and clear of all Encumbrancesany restrictions on transfer (other than generally applicable restrictions under the Securities Act and state securities laws), options or Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims whatsoeverand demands. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there There are no outstanding or authorized options, warrants, purchase rights, subscriptionssubscription rights, claims conversion rights, exchange rights or other contracts or commitments that could require any of Company and its Subsidiaries to sell, transfer or otherwise dispose of any charactercapital stock, agreementsof any of its Subsidiaries or that could require any Subsidiary of Company to issue, obligationssell or otherwise cause to become outstanding any of its own capital stock. There are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary of redemptionCompany. There are no voting trusts, convertible or exchangeable securities, proxies or other commitments, contingent agreements or otherwise, relating understandings with respect to the voting of any capital stock of any SubsidiarySubsidiary of Company. None of Company and its Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, pursuant to partnership, trust or other business association, which such is not a Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the SubsidiariesCompany.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Talk America Holdings Inc), Agreement and Plan of Merger (Talk America Holdings Inc)

Subsidiaries. Attached hereto as DL 3.6 is Section 5.3 of the Parent Disclosure Letter sets forth a true and complete list of each subsidiary Subsidiary of Parent, including its jurisdiction of incorporation or formation and the Corporation (the "Subsidiaries"), and except as set forth on DL 3.6, ownership structure of each Subsidiary. Each of the Subsidiaries of Parent (i) is an entity duly incorporated and organized, validly existing as a corporation and in good standing under the laws Laws of the jurisdiction of its jurisdiction of incorporationorganization, with full (ii) has all requisite corporate or similar power and authority to conduct own, lease and operate its properties and assets and to carry on its business as it is now being conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or each jurisdiction in which the nature of its activities business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except in the case of clause (iii), where the failure to be so qualified or licensed is or in good standing, individually or in the aggregate, has not had and would not reasonably likely be expected to have a Parent Material Adverse Effect on the Corporation and its Subsidiaries, taken as a wholeEffect. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the No shares of capital stock of the Subsidiaries Parent are owned by any Subsidiary of Parent. All outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of Parent have been duly authorized and validly issued, are fully paid paid, nonassessable and nonassessable, are not subject to, nor were they issued in violation of, to any preemptive rights, . All outstanding shares of capital stock and other voting securities or equity interests of each such Subsidiary are owned, directly or indirectly, by the Corporation Parent, free and clear of all Encumbrances, options or claims whatsoeverLiens other than Permitted Liens of Parent and its Subsidiaries. No shares of Except for the capital stock of of, or other equity or voting interests in, its Subsidiaries, Parent does not own, directly or indirectly, any equity, membership interest, partnership interest, joint venture interest, or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for any of the Subsidiaries are reserved for issuance and there are no outstanding foregoing, nor is it under any current or authorized optionsprospective obligation to form or participate in, warrantsprovide funds to, rightsmake any loan, subscriptionscapital contribution, claims of any characterguarantee, agreements, obligations, rights of redemption, convertible credit enhancement or exchangeable securitiesother investment in, or other commitments, contingent assume any liability or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe forobligation of, any shares of such SubsidiaryPerson. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any Section 5.3 of the SubsidiariesParent Disclosure Letter, Parent does not have any outstanding equity appreciation rights, phantom units or other equity equivalents or equity-based awards or rights that are valued in whole or in part with respect to any Subsidiary of Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Neos Therapeutics, Inc.), Agreement and Plan of Merger (Aytu Bioscience, Inc)

Subsidiaries. Attached hereto as DL 3.6 is Section 3.2(c) of the Company Disclosure Letter contains a true and complete list of each subsidiary Subsidiary of the Corporation (the "Subsidiaries")Company, including its name, and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to conduct its business as it is now conducted and to own the properties and assets it now ownsincorporation or formation. Except as set forth in DL 3.6Section 3.2(c) of the Company Disclosure Letter, each Subsidiary of the Subsidiaries Company has been duly incorporated or formed, as the case may be, is duly qualified validly existing and in good standing in its jurisdiction of incorporation or licensed to do business as a foreign corporation formation and in good standing in its jurisdiction of incorporation or formation and is in good standing and it is qualified or authorized to do business (as customarily certified by the applicable Governmental Entity in every jurisdiction, both domestic and foreign, where the character respect of the property owned or leased by it or entities registered in such jurisdictions) under the nature Laws of its activities makes every other jurisdiction in which such qualification necessaryor authorization is required, except where the failure to be so qualified or licensed is otherwise authorized does not reasonably likely to have constitute a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the CorporationEffect. Except for the Subsidiaries or as set forth in DL 3.6Section 3.2(c) of the Company Disclosure Letter, (A) all of the Corporation issued and outstanding Equity Interests of each Subsidiary of the Company are owned directly or indirectly by the Company (the percentage and type of ownership of any Subsidiary of the Company of which the Company does not own, directly or indirectly, securities or other ownership interests in any other entity own all of the issued and except as outstanding Equity Interests being set forth in DL 3.6on Section 3.2 of the Company Disclosure Letter), neither the Corporation nor any free and clear of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment all Encumbrances (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All any restrictions on transfer of the shares of capital stock of the Subsidiaries have been securities arising under any applicable federal, state or foreign securities laws), and are duly authorized and validly issued, free of preemptive or any other third party rights and, as to Equity Interests of corporate Subsidiaries, are fully paid and nonassessablenon-assessable, are not subject to(B) there is no subscription, nor were they issued in violation ofoption, any preemptive rightswarrant, and are ownedcall right, directly agreement or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, commitment relating to the issuance, sale, delivery, transfer or redemption by any Subsidiary of the Company (including any right of conversion or exchange under any outstanding security or other instrument) of the capital stock stock, partnership capital or equivalent of any Subsidiary, pursuant Subsidiary of the Company or to which such Subsidiary is or may become obligated to issue make any shares payment based on the value of capital stock any Equity Interests of such Subsidiary (other than any such subscription, option, warrant, call right, agreement or commitment in favor of the Company or any securities convertible into, exchangeable for, or evidenced in wholly owned Subsidiary of the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii)Company) and (C) other than Organizational Documents, there are no restrictions of any kind voting trusts or other agreements or understandings to which prevent the payment of dividends by any of the SubsidiariesAcquired Companies is a party with respect to voting such Equity Interests. There is no provision of any Acquired Company’s Organizational Documents that would restrict the ability to encumber any of the assets or Equity Interests of an Acquired Company owned by another Acquired Company or that is the Company.

Appears in 2 contracts

Samples: Purchase Agreement (S.D. Shepherd Systems, Inc.), Purchase Agreement (Cendant Corp)

Subsidiaries. Attached hereto as DL 3.6 Set forth in Section 3.04 of the Disclosure Schedules is a true true, correct and complete list of the following for the UK Sub and each subsidiary Subsidiary of the Corporation Company: (i) its jurisdiction of incorporation or organization, (ii) its authorized capital stock or other equity interests, (iii) the "Subsidiaries"), number of issued and except as set forth on DL 3.6, each outstanding shares of its capital stock or other equity interests and (iv) the holder or holders of such shares or other equity interests. None of the Company, any of its Subsidiaries or the UK Sub owns beneficially or otherwise, directly or indirectly, any capital stock of, or other securities, equity or ownership interest in, or has any obligation to form or participate in, any corporation, partnership or other Person. Each of the Company’s Subsidiaries and the UK Sub is a corporation or company, as applicable, duly incorporated and organized, validly existing as a corporation and in good standing under the laws Laws of its jurisdiction of incorporationincorporation or organization, with as applicable, set forth opposite its name in Section 3.04 of the Disclosure Schedules and has full corporate or company, as applicable, power and authority to conduct own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is now conducted and to own the properties and assets it now ownscurrently conducted. Except as set forth in DL 3.6, each Section 3.04 of the Disclosure Schedules sets forth each jurisdiction in which the Company’s Subsidiaries is duly and the UK Sub are licensed or qualified or licensed to do business as a foreign corporation (where applicable), and each of such Subsidiaries and the UK Sub is duly licensed or qualified to do business and is in good standing in every jurisdiction, both domestic and foreign, where each jurisdiction in which the character of the property properties owned or leased by it or the nature operation of its activities business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed or qualified or licensed is not reasonably likely to in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a wholeEffect. All Subsidiaries are wholly owned, directly or indirectly, by of the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities outstanding shares of capital stock or other ownership equity interests in any other entity of each of the Company’s Subsidiaries have been duly authorized, are validly issued, fully paid and non-assessable, and, except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All Section 3.04 of the shares of capital stock of the Subsidiaries have been duly authorized and validly issuedDisclosure Schedules, are fully paid owned of record and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, beneficially by the Corporation Company or its Subsidiary, free and clear of all Encumbrances. The Company or one of its Subsidiaries, options or claims whatsoever. No as applicable, has good and marketable title to the shares of capital stock or other equity interests of each Subsidiary of the Company owned by such Person. All of the outstanding shares of capital stock or other equity interests of each of the Subsidiaries were issued in compliance with applicable Laws. None of the outstanding shares of capital stock or other equity interests of any of the Subsidiaries are reserved for issuance and there of the Company was issued in violation of any agreement, arrangement or commitment to which Parent, the Company or any such Subsidiary is a party or is subject to or in violation of any preemptive or similar rights of any Person. There are no outstanding or authorized options, warrants, convertible securities or other rights, subscriptions, claims of any character, agreements, obligations, rights arrangements or commitments of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, any character relating to the capital stock equity interests of any Subsidiaryof the Subsidiaries of the Company or obligating Parent, pursuant to which the Company or any such Subsidiary is or may become obligated Subsidiaries to issue or sell any equity interests of, or any other interest in, the Company. None of the Subsidiaries of the Company has outstanding or authorized any stock or equity interest appreciation, phantom stock or equity, profit participation or similar rights. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the outstanding shares of capital stock or other equity interests of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the SubsidiariesSubsidiaries of the Company.

Appears in 2 contracts

Samples: Securities and Asset Purchase Agreement (Premiere Global Services, Inc.), Securities and Asset Purchase Agreement (Easylink Services International Corp)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries"), and except Except as set forth on DL 3.6in Schedule 3.4 attached hereto (the “Subsidiaries”), each the Company does not control (as such term is defined in §368(c) of the Subsidiaries Internal Revenue Code of l954, as amended), directly or indirectly, any other corporation, association or other business entity, nor does it have any direct or indirect interest therein. Neither the Sellers nor any affiliate of the Sellers has any direct or indirect interest in any other business entity which is involved or competes with or conducts any business similar to any business conducted by the Company or any Subsidiary. The Sellers have no interest, direct or indirect, in any property used by, or relating to the business of, the Company or any Subsidiary, except through the ownership of the Company’s capital stock. Each Subsidiary is a corporation duly incorporated and organized, validly existing as a corporation and in good standing under the laws of its jurisdiction of incorporationthe State designated on Schedule 3.4, with full and each Subsidiary has all requisite corporate power and authority to conduct own and operate its properties and to carry on its business as it is now conducted and as proposed to own be conducted. The Sellers have furnished to the properties Purchaser complete and assets it now ownscorrect copies of each Subsidiaries Articles of Incorporation and By-Laws as presently in effect. Except as The authorized and issued capital stock of each Subsidiary is set forth on Schedule 3.4. On the date hereof, Schedule 3.4 accurately states all shares of each Subsidiary issued and outstanding, all of which are registered in DL 3.6, each the name of the Subsidiaries is duly qualified Company and are free and clear of any liabilities, obligations, claims, liens or licensed to do business as a foreign corporation and is in good standing in every jurisdictionencumbrances; provided, both domestic and foreignhowever, where the character XxXxxxxx owns ten percent (10%) of the property owned or leased by it or the nature issued and outstanding capital stock of Emergystat and Emergystat of Sulligent. The Subsidiaries holds no shares of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation capital stock in its treasury and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the all outstanding shares of capital stock of the Subsidiaries have been duly authorized and validly issued, issued and are fully paid and nonassessablenon-assessable. On the date hereof, there are not subject to, nor were they issued in violation of, any preemptive no outstanding rights, and are ownedoptions, directly warrants, conversion privileges or indirectlyagreements of any kind for the purchase or acquisition from, by or the Corporation free and clear of all Encumbrancessale or issuance by, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of its capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are and no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariesauthorization therefor has been given.

Appears in 2 contracts

Samples: Capital Stock Purchase Agreement (BAD TOYS Holdings, Inc.), Capital Stock Purchase Agreement (BAD TOYS Holdings, Inc.)

Subsidiaries. Attached hereto Section 3.2 of the Parent Disclosure Schedule sets forth a description as DL 3.6 is a true of the date hereof of all Subsidiaries (as defined in Section 9.5) of Parent and complete list each other corporation, partnership, limited liability company, business, trust or other Person in which Parent or any of its Subsidiaries owns, directly or indirectly, an interest in the equity (other than publicly traded securities which constitute less than 5% of the outstanding securities of such series or class) including the name of each subsidiary such Person and Parent's interest therein, and, as to each Subsidiary identified as a "Material Parent Entity" in Section 3.2 of the Corporation (Parent Disclosure Schedule, a brief description of the "Subsidiaries"), and except principal line or lines of business conducted by each such entity. Except as set forth on DL 3.6in Section 3.2 of the Parent Disclosure Schedule, each of the Parent's Subsidiaries is duly incorporated and organized, validly existing as a corporation and in good standing under the laws of its jurisdiction state or county of incorporationorganization, with full corporate has all requisite organizational power and authority authority, and has been duly authorized by all necessary approvals and orders, to conduct own, lease and operate its Assets and to carry on its business as it is now conducted being conducted, and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed and in good standing to do business as a foreign corporation and is in good standing each jurisdiction in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or which the nature of its activities makes business or the ownership or leasing of its Assets make such qualification necessary, except necessary other than in such jurisdictions where the failure to be so qualified or licensed is not reasonably likely to and in good standing will not, when taken together with all other such failures, have a Parent Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such SubsidiaryEffect. Except as set forth in DL 3.6(ii)Section 3.2 of the Parent Disclosure Schedule, all of the issued and outstanding shares of capital stock of each Subsidiary of Parent are validly issued, fully paid, nonassessable and 4 11 free of preemptive rights, are owned directly or indirectly by Parent free and clear of any liens, claims, encumbrances, security interests, equities, charges and options of any nature whatsoever ("Encumbrances") and there are no restrictions outstanding subscriptions, options, calls, contracts, voting trusts, proxies or other commitments, understandings, restrictions, arrangements, rights or warrants, including any right of conversion or exchange under any kind which prevent the payment outstanding security, instrument or other agreement, obligating any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of dividends by its capital stock or obligating it to grant, extend or enter into any of the Subsidiariessuch agreement or commitment.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kinder Richard D), Agreement and Plan of Merger (Morgan Associates Inc)

Subsidiaries. Attached hereto Except as DL 3.6 is a true set forth on the Disclosure Schedule, the Company has no Subsidiaries and complete list no equity investment or other interest in, nor has the Company made advances or loans to, any corporation, association, partnership, joint venture or other entity, other than credit extended in the Ordinary Course of each subsidiary of the Corporation (the "Subsidiaries")Business, and except as set forth on DL 3.6, in the Disclosure Schedule. The Disclosure Schedule sets forth (a) the authorized capital stock of each direct and indirect Subsidiary of the Company and the percentage of the outstanding capital stock of each Subsidiary directly or indirectly owned by the Company, and (b) the nature and amount of any such equity investment, other interest or advance. All of such shares of capital stock of Subsidiaries is directly or indirectly held by the Company have been duly incorporated authorized and validly existing as issued and are outstanding, fully paid and nonassessable. The Company directly, or indirectly through wholly owned Subsidiaries, owns all such shares of capital stock of the direct or indirect Subsidiaries free and clear of all Encumbrances. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its state or jurisdiction of incorporationincorporation (as listed in the Disclosure Schedule), with full and has all requisite corporate power and authority to conduct own, operate and lease its Assets and to carry on its business as it currently conducted. Each Subsidiary is now conducted and qualified to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do conduct business as a foreign corporation and is in good standing in every jurisdictionthe states, both domestic countries and foreignterritories listed in the Disclosure Schedule. The Subsidiaries are not qualified to conduct business in any other jurisdictions, where and neither the nature of their businesses nor the character of the property owned Assets owned, leased or leased otherwise held by it or the nature of its activities them makes any such qualification necessary. There is no state, except where country or territory wherein the failure to be so qualified absence of licensing or licensed is not reasonably likely to qualification as a foreign corporation would have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the SubsidiariesEffect.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Interland Inc), Stock Purchase Agreement (Interland Inc)

Subsidiaries. Attached hereto as DL 3.6 is (i) Section 7.2(b) of the Hxxxxx Disclosure Letter sets forth a true complete and complete accurate list of each subsidiary Contributed Subsidiary both as of the Corporation (date of this Agreement and immediately following the "Subsidiaries")Hxxxxx Restructuring, together with its jurisdiction of organization and except as set forth on DL 3.6its authorized and outstanding capital stock of, or other equity interests in, each such Subsidiary as of the Subsidiaries date hereof. Each Subsidiary of Hxxxxx which has title to any Property reasonably expected to be a Contributed Asset and each Contributed Subsidiary is duly incorporated and organized, validly existing as a corporation and in good standing under the laws of its jurisdiction of incorporation, with full organization (to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States) and has all requisite corporate or similar power and authority to conduct own, lease and operate its business Properties and to carry on its portion of the MCD Business as it is now currently conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign corporation or other entity in every jurisdiction, both domestic and foreign, each jurisdiction where the character ownership or operation of the property owned or leased by it its assets or the nature conduct of its activities makes business requires such qualification necessary(to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States), except where the failure for any such failures to be so duly organized, validly existing, qualified or licensed is in good standing or to have such power or authority that, individually or in the aggregate, would not reasonably be likely to have a Hxxxxx Material Adverse Effect on Effect. Hxxxxx has made available to Stratex complete and correct copies of the Corporation certificate of incorporation and its the bylaws (or similar organizational documents) of each of the currently existing Contributed Subsidiaries, taken as a wholeamended through the date of this Agreement (the “Hxxxxx Governing Documents”) and each Hxxxxx Governing Document is in full force and effect. All Subsidiaries are wholly ownedEach Contributed Subsidiary is in compliance with the terms of its certificate of incorporation and bylaws (or comparable governing instruments) as amended through the date of this Agreement. Hxxxxx owns, directly or and indirectly, by the Corporation. Except for the Subsidiaries all right, title and interest in and to, all outstanding capital stock of, or as set forth in DL 3.6other equity interests in, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a SubsidiaryContributed Subsidiaries. All of the shares of capital outstanding stock of of, or other equity interests in, the Contributed Subsidiaries have has been duly authorized authorized, and is validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariesnon-assessable.

Appears in 2 contracts

Samples: Intellectual Property Agreement (Harris Corp /De/), Intellectual Property Agreement (Stratex Networks Inc)

Subsidiaries. Attached hereto as DL 3.6 is (a) Assuming the accuracy and completeness of Sections 3.2 and 3.3(c) of the Unit Purchase Agreement Disclosure Schedule and assuming the accuracy and completeness of the representations and warranties set forth in Sections 3.1, 3.2 and 3.3 of the Unit Purchase Agreement, Section 4.04(a) of the Disclosure Schedule sets forth each Subsidiary of the Company, a true and complete list of the number and type of equity securities held by the Company or DivX LLC in each subsidiary Subsidiary, the percentage of all outstanding equity interests for such Subsidiary represented by the securities held by the Company or DivX LLC and a summary of all outstanding options or similar arrangements to acquire equity securities of such Subsidiaries. Assuming the accuracy and completeness of the Corporation (the "Subsidiaries"), representations and except as warranties set forth on DL 3.6in Sections 3.1 and 3.2 of the Unit Purchase Agreement, each of the Subsidiaries such Subsidiary is an entity duly incorporated and formed or organized, validly existing as a corporation and in good standing under and by virtue of the laws Laws of the jurisdiction of its jurisdiction formation or organization set forth by its name on Section 4.04(a) of incorporationthe Disclosure Schedule. Assuming the accuracy and completeness of the representations and warranties set forth in Sections 3.1 and 3.2 of the Unit Purchase Agreement, with full corporate each Subsidiary has all requisite corporate, limited liability or similar power and authority to conduct own and operate its properties and assets and to carry on its business as it is now conducted and to own the properties and assets it now ownspresently conducted. Except as set forth in DL 3.6Since April 1, each of the Subsidiaries is duly 2014, no Subsidiary has qualified or licensed to do business as a foreign corporation and is entity in good standing in every any jurisdiction, both domestic except as set forth by its name on Section 4.04(a) of the Disclosure Schedule, and, assuming the accuracy and foreigncompleteness of the representations and warranties set forth in Sections 3.1 and 3.2 of the Unit Purchase Agreement, where there is no other jurisdiction in which the character of the property owned or leased by it any Subsidiary or the nature of its activities makes make qualification of such qualification Subsidiary in any such jurisdiction necessary, except where the failure to be so qualified or licensed is would not reasonably likely be expected to have a Company Material Adverse Effect on the Corporation and its SubsidiariesEffect. Since April 1, 2014, no Subsidiary has taken as a whole. All Subsidiaries are wholly ownedany action, directly adopted any plan, or indirectlymade any agreement or commitment in respect of any merger, by the Corporation. Except for the Subsidiaries consolidation, sale of all or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any substantially all of its Subsidiaries is subject to any obligation assets, reorganization, recapitalization, dissolution or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariesliquidation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Neulion, Inc.), Agreement and Plan of Merger (PCF 1, LLC)

Subsidiaries. Attached hereto as DL 3.6 Each direct and indirect Subsidiary of the Company and its respective jurisdiction of organization, incorporation or formation is identified on Section 3.3 of the Disclosure Schedule. Each direct and indirect Subsidiary of the Company (i) is a true and complete list of each subsidiary of corporation, partnership or other legal entity, as the Corporation (the "Subsidiaries")case may be, and except as set forth on DL 3.6duly organized, each of the Subsidiaries is duly incorporated and validly existing as a corporation and in good standing under the laws Laws of its jurisdiction of incorporation, with full corporate organization or formation, (ii) has the requisite power and authority to conduct own, lease and operate its assets and properties and to carry on its business as it is now being conducted and (iii) is qualified to own the properties and assets it now owns. Except as set forth in DL 3.6transact business, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing standing, in every jurisdictioneach jurisdiction in which the properties or assets owned, both domestic and foreign, where the character of the property owned leased or leased operated by it or the nature of its activities the business conducted by it makes such qualification necessary, ; except in all cases where the failure to have such power or be so organized, existing, qualified and in good standing would not, individually or licensed is not in the aggregate, have or reasonably likely be expected to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a SubsidiaryEffect. All of the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Subsidiaries have been Company are duly authorized and validly issued, are fully paid paid, nonassessable and nonassessable, are not subject to, nor were they issued in violation of, any free of preemptive rights, rights and are owned, owned directly or indirectly, indirectly by the Corporation Company free and clear of all Encumbrancesany Liens (other than Liens arising by operation of Law or pledges required or which may be required under the existing terms of the Credit Agreement, dated September 24, 2012 (the “Credit Agreement”), among the Company, the lenders party thereto and SunTrust Bank, as Administrative Agent, as it has been amended through the date hereof), claims, encumbrances, security interests, equities and options or claims of any nature whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there There are no outstanding or authorized subscriptions, options, warrants, rights, subscriptionscalls, claims of any charactercontracts, agreementsvoting trusts, obligations, rights of redemption, convertible or exchangeable securities, proxies or other commitments, contingent understandings, restrictions or otherwise, arrangements relating to the capital stock of any Subsidiaryissuance, pursuant sale, voting, transfer, ownership or other rights with respect to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary of, or any securities convertible into, exchangeable for, or evidenced in the right to subscribe forother equity interest in, any shares Subsidiary of, the Company, including any right of such Subsidiaryconversion or exchange under any outstanding securities, instrument or agreement. Except Other than the ownership of the Company’s Subsidiaries as set forth in DL 3.6(ii)Section 3.3 of the Disclosure Schedule, there are no restrictions of any kind which prevent neither the payment of dividends by Company nor any of the Subsidiariesits Subsidiaries owns any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any other Person.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (NetSpend Holdings, Inc.), Agreement and Plan of Merger (Total System Services Inc)

Subsidiaries. Attached hereto as DL 3.6 is Section 4.2 of the Company Disclosure Letter sets forth a true true, complete and complete correct list of each subsidiary Subsidiary of the Corporation (Company, its place and form of organization and each jurisdiction in which it is authorized to do business. Neither the "Subsidiaries")Company nor any of its Subsidiaries owns or holds the right to acquire any stock, and except partnership interest, membership interest, joint venture interest or other equity ownership interest in any other Person. Each Subsidiary is either wholly owned by the Company or a Subsidiary or Subsidiaries of the Company, as indicated in Section 4.2 of the Company Disclosure Letter. Except as set forth on DL 3.6in Section 4.2 of the Company Disclosure Letter, each outstanding share of capital stock of or other equity interest in each of the Company’s Subsidiaries is owned by the Company or a Subsidiary, free and clear of any Liens, except Permitted Liens. None of the Subsidiaries is in violation of its respective certificate of incorporation, bylaws or other similar organizational documents. Each Subsidiary of the Company is duly incorporated and organized, validly existing as a corporation and in good standing under the laws of its the jurisdiction of its incorporation, with full corporate power organization or formation and authority is qualified to do business in every jurisdiction in which its ownership of property or the conduct of its business as it is now conducted and requires it to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such qualification necessaryqualify, except where the failure to be so qualified or licensed is as a foreign corporation has not had and would not reasonably likely be expected to have have, either individually or in the aggregate, a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such SubsidiaryEffect. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any Section 4.2 of the SubsidiariesCompany Disclosure Letter, the Company has made available to Parent complete and correct copies of the minutes (or, in the case of draft minutes, the most recent drafts thereof) of all meetings, and all actions by written consent, of the stockholders of each Subsidiary of the Company, the Board of Directors of each such Subsidiary and each committee of the each such Subsidiary’s Board of Directors, held since January 1, 2004.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Textron Inc), Agreement and Plan of Merger (United Industrial Corp /De/)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary 4(I)(f) of the Corporation (the "Subsidiaries"), and except as set Disclosure Schedule sets forth on DL 3.6, for each Subsidiary of the Subsidiaries is duly incorporated Target (i) its name and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and authority to conduct outstanding shares of each class of its business as it is now conducted and to own capital stock, the properties and assets it now owns. Except as set forth in DL 3.6, each names of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation holders thereof, and is the number of shares held by each such holder, and (iv) the number of shares of its capital stock held in good standing in every jurisdiction, both domestic and foreign, where the character treasury. If §4(I)(f) of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed Disclosure Schedule is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity anything other than a Subsidiary. All “NONE”, then (i) all of the issued and outstanding shares of capital stock of each Subsidiary of the Subsidiaries Target have been duly authorized and are validly issued, are fully paid paid, and nonassessable, are not subject to(ii) one of the Target and its Subsidiaries holds of record and owns beneficially all of the outstanding shares of each Subsidiary of the Target, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrancesany restrictions on transfer (other than restrictions under the Securities Act and state securities laws), options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands, (iii) there are no outstanding or authorized options, warrants, purchase rights, subscriptionssubscription rights, claims of any characterconversion rights, agreements, obligations, rights of redemption, convertible or exchangeable securitiesexchange rights, or other commitmentscontracts or commitments that could require any of the Target and its Subsidiaries to sell, contingent transfer, or otherwise, relating to the otherwise dispose of any capital stock of any Subsidiaryof its Subsidiaries or that could require any Subsidiary of the Target to issue, pursuant sell, or otherwise cause to which such become outstanding any of its own capital stock, (iv) there are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Subsidiary is of the Target, (v) there are no voting trusts, proxies, or may become obligated other agreements or understandings with respect to issue the voting of any shares of capital stock of such any Subsidiary of the Target, and (vi) none of the Target and its Subsidiaries controls directly or indirectly or has any securities convertible intodirect or indirect equity participation in any corporation, exchangeable forpartnership, trust, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind other business association which prevent the payment of dividends by any is not a Subsidiary of the SubsidiariesTarget.

Appears in 2 contracts

Samples: Stock for Stock Exchange Agreement (Vincera, Inc.), Stock for Stock Exchange Agreement (Vincera, Inc.)

Subsidiaries. Attached hereto as DL 3.6 is a true Each of Company and complete list Company Bank owns beneficially and of record the capital stock or other equity or ownership interest it owns in each subsidiary of the Corporation (the "Subsidiaries"), its respective Subsidiaries free and except as set forth on DL 3.6, each clear of any Liens. Company’s and Company Bank’s ownership interests in their respective Subsidiaries are in compliance in all material respects with all applicable Laws. Each of the Subsidiaries of Company (other than Company Bank) and/or Company Bank (i) is a corporation, limited liability company, or other entity duly incorporated organized, validly existing, and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate organization, or formation, (ii) has, in all material respects, all requisite corporate, limited liability company, or other power and authority to own, lease, and operate its properties and assets and to conduct its business as it is now conducted presently conducted, and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries (iii) is duly licensed and qualified or licensed to do transact business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where each jurisdiction in which the character of the property properties or assets owned or leased by it or the nature of its activities the business conducted by it makes such licensing or qualification necessary, except except, with respect to clause (iii) only, where the failure to be so qualified licensed, qualified, or licensed is in good standing would not reasonably likely be expected to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the CorporationCompany. Except for the Subsidiaries or as set forth in DL 3.6would not reasonably be expected to have a Material Adverse Effect on Company, the Corporation does not own, directly or indirectly, securities outstanding capital stock or other outstanding equity or ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form each Subsidiary of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries Company and/or Company Bank have been duly validly authorized and are validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rightspaid, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoevernon-assessable. No shares of capital stock or other equity or ownership interests of any Subsidiary of the Subsidiaries Company or Company Bank are reserved for issuance and there are no outstanding or authorized may be required to be issued by virtue of any options, warrants, or other rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, ; no securities exist that are convertible into or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue for any shares of capital stock or other equity or ownership interests of such any Subsidiary of Company or Company Bank, or any securities convertible into, exchangeable forother debt or equity security of any Subsidiary of Company or Company Bank; and there are no Contracts for the issuance of any additional capital stock or other equity or ownership interests, or evidenced any other debt or equity securities, of any Subsidiary of Company or Company Bank or any options, warrants, or other rights with respect to such securities. There is no Person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the right financial statements of Company other than Company’s Subsidiaries. There are no restrictions on the ability of any Subsidiary of Company to subscribe for, any shares of such Subsidiary. Except pay dividends or make distributions except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any on Schedule 5.2(b) of the SubsidiariesCompany Disclosure Memorandum and except for restrictions on dividends and distributions generally applicable under applicable Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (United Community Banks Inc), Agreement and Plan of Merger (Reliant Bancorp, Inc.)

Subsidiaries. Attached hereto as DL 3.6 is (a) Schedule 4.2(a) of the Buyer Disclosure Schedule sets forth a true and complete list of each subsidiary Significant Subsidiary of Parent and each other Subsidiary of Parent that is not directly or indirectly wholly owned by Parent or its Significant Subsidiaries, together with its jurisdiction of organization and its authorized and outstanding Equity Securities as of the Corporation (the "Subsidiaries")date hereof. Each Subsidiary of Parent is duly organized, validly existing, and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full organization and has all requisite corporate or similar power and authority to conduct own, lease and operate its business Assets and to carry on its portion of the Parent Business as it is now currently 77 conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign corporation or other entity in every jurisdiction, both domestic and foreign, each jurisdiction where the character ownership or operation of the property owned or leased by it its Assets or the nature conduct of its activities makes business requires such qualification necessaryqualification, except where the failure for failures to be so duly organized, validly existing, qualified or licensed is not in good standing that would not, individually or in the aggregate, reasonably likely be expected to have a Parent Material Adverse Effect on Effect. Buyer has provided or made available to Seller true and complete copies of the Corporation certificate of incorporation and its Subsidiariesbylaws (or similar organizational documents) of each of the Significant Subsidiaries of Parent as in effect as of the date hereof. As of the date hereof, taken as a whole. All Subsidiaries are wholly ownedParent owns, directly or indirectly, by the Corporation. Except for through one or more of its other Subsidiaries, all right, title and interest in and to all outstanding Equity Securities of the Subsidiaries or indicated as set forth in DL 3.6, owned by it on Schedule 4.2(a) of the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a SubsidiaryBuyer Disclosure Schedule. All of the shares of capital stock outstanding Equity Securities of the Subsidiaries of Parent have been duly authorized authorized, and are validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariesnon-assessable.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Time Warner Inc), Asset Purchase Agreement (Adelphia Communications Corp)

Subsidiaries. Attached hereto as DL 3.6 is Section 4.3 of the Company Disclosure Letter sets forth a true and complete list of each subsidiary Subsidiary of the Corporation (Company, including its jurisdiction of incorporation or formation and the "Subsidiaries"), and except as set forth on DL 3.6, ownership structure of each Subsidiary. Each of the Subsidiaries of the Company (i) is an entity duly incorporated and organized, validly existing as a corporation and in good standing under the laws Laws of the jurisdiction of its jurisdiction of incorporationorganization, with full (ii) has all requisite corporate or similar power and authority to conduct own, lease and operate its properties and assets and to carry on its business as it is now being conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or each jurisdiction in which the nature of its activities business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except in the case of clause (iii), where the failure to be so qualified or licensed is or in good standing, individually or in the aggregate, has not had and would not reasonably likely be expected to have a Company Material Adverse Effect on the Corporation and its Subsidiaries, taken as a wholeEffect. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the No shares of capital stock of the Subsidiaries Company are owned by any Subsidiary of the Company. All outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid paid, nonassessable and nonassessable, are not subject to, nor were they issued in violation of, to any preemptive rights, . All outstanding shares of capital stock and other voting securities or equity interests of each such Subsidiary are owned, directly or indirectly, by the Corporation Company, free and clear of all Encumbrancespledges, options claims, liens, charges, options, rights of first refusal, encumbrances and security interests of any kind or claims whatsoevernature whatsoever (including any limitation on voting, sale, transfer or other disposition or exercise of any other attribute of ownership) (collectively, “Liens”) other than Permitted Liens of the Company and its Subsidiaries. No shares of Except for the capital stock of of, or other equity or voting interests in, its Subsidiaries, the Company does not own, directly or indirectly, any equity, membership interest, partnership interest, joint venture interest, or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for any of the Subsidiaries are reserved for issuance and there are no foregoing, nor is it under any current or prospective obligation to form or participate in, provide funds to, make any loan, capital contribution, guarantee, credit enhancement or other investment in, or assume any liability or obligation of, any Person. The Company does not have any outstanding or authorized options, warrants, equity appreciation rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, phantom units or other commitments, contingent equity equivalents or otherwise, relating equity-based awards or rights that are valued in whole or in part with respect to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the SubsidiariesCompany.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Neos Therapeutics, Inc.), Agreement and Plan of Merger (Aytu Bioscience, Inc)

Subsidiaries. Attached hereto Section 5.4 of the MAF Disclosure Letter sets forth with respect to each Subsidiary of MAF (each, a “MAF Subsidiary”) the (i) name of the MAF Subsidiary, (ii) state of incorporation or organization of the MAF Subsidiary, (iii) the owners and their respective ownership interests in the MAF Subsidiary and (iv) the primary activities of the MAF Subsidiary and the primary activities the MAF Subsidiary is engaged in as DL 3.6 of the date hereof. Each MAF Subsidiary is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries")savings bank, and except as set forth on DL 3.6a corporation, each of the Subsidiaries is a limited liability company or other business entity or association duly incorporated and organized, validly existing as a corporation and in good standing (or the local Law equivalent) under the laws Laws of its respective jurisdiction of incorporation, with full corporate power incorporation or organization and authority to conduct its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is or foreign business entity or association in good standing each jurisdiction in every jurisdiction, both domestic and foreign, where the character which its ownership or lease of the property owned or leased by it or the nature of its activities the business conducted by it makes such qualification necessary, except where for such jurisdictions in which the failure to be so qualified would not have nor reasonably expected to have, individually or licensed is not reasonably likely to have in the aggregate, a Material Adverse Effect Effect. Each MAF Subsidiary has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on the Corporation and its Subsidiaries, taken businesses as a wholethey are now being conducted. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the outstanding shares of capital stock of the Subsidiaries have been duly authorized each MAF Subsidiary are owned by MAF or a MAF Subsidiary and are validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any to preemptive rights, rights and are owned, directly or indirectly, by the Corporation owned free and clear of all Encumbrances, options or claims whatsoeverLiens. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there There are no outstanding or authorized subscriptions, options, warrants, rights, subscriptions, claims convertible securities or any other agreements or commitments of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, character relating to the issued or unissued capital stock or other securities of any SubsidiaryMAF Subsidiary obligating any MAF Subsidiary to issue, pursuant deliver or sell, or cause to which such Subsidiary is be issued, delivered or may become obligated to issue any sold additional shares of its capital stock of such or obligating any MAF Subsidiary to grant, extend or enter into any securities subscription, option, warrant, right, convertible into, exchangeable for, security or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariesother similar agreement or commitment.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Maf Bancorp Inc), Agreement and Plan of Merger (National City Corp)

Subsidiaries. Attached hereto The Company owns, directly or indirectly, the issued and outstanding capital stock, membership interests, partnership interests or other ownership interests (as DL 3.6 is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries"), and except applicable) as set forth on DL 3.6, each across the name of the Subsidiaries is entities listed on Schedule C hereto, which constitute all direct or indirect subsidiaries (as defined in Rule 1-02(w) of Regulation S-X) of the Company. References herein to “Subsidiaries” refer to the entities listed on Schedule C hereto. Each such Subsidiary has been duly incorporated or formed and validly is existing as a corporation and in good standing under the laws of its the jurisdiction of incorporationits incorporation or formation, with full corporate corporate, limited liability company, limited partnership, and/or other similar power and authority to own its properties and conduct its business as it is now conducted described in the General Disclosure Package and to own the properties Final Prospectus; and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries Subsidiary is duly qualified or licensed to do business as a foreign corporation and is or other entity in good standing in every jurisdiction, both domestic and foreign, where the character all other jurisdictions in which its ownership or lease of the property owned or leased by it or the nature conduct of its activities makes business requires such qualification necessaryqualification, except where the failure to be so duly qualified or licensed in good standing would not, individually or in the aggregate, have a Material Adverse Effect; all such jurisdictions of foreign qualification are listed on Schedule D hereto; all of the issued and outstanding capital stock, membership interests, partnership interests or other ownership interests of each such Subsidiary has been duly authorized and validly issued and, in the case of any corporation, is fully paid and nonassessable; and the capital stock or other ownership interests of each such Subsidiary owned by the Company, directly or indirectly, is owned free from liens, encumbrances and defects, other than those arising under (A) the Credit Agreement, dated as of October 28, 2016, by and among Parsley Energy, LLC, as borrower, the Company, Xxxxx Fargo Bank, National Association, as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, BMO Xxxxxx Bank, N.A., as documentation agent, and the lenders party thereto, as heretofore amended, restated, modified or supplemented (the “Credit Agreement”), or (B) as otherwise would not individually or in the aggregate, reasonably likely be expected to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the SubsidiariesEffect.

Appears in 2 contracts

Samples: Underwriting Agreement (Parsley Energy, Inc.), Underwriting Agreement (Parsley Energy, Inc.)

Subsidiaries. Attached hereto as DL 3.6 is (a) Section 3.7(a) of the Company Disclosure Letter contains a true complete and complete accurate list of the name, jurisdiction of organization, capitalization, entity classification for U.S. federal Tax purposes, list of directors and officers, and schedule of stockholders of each subsidiary Subsidiary of the Corporation (the "Subsidiaries"), and except as set forth on DL 3.6, each Company. Each of the Company’s Subsidiaries is duly incorporated and organized, validly existing as a corporation and in good standing under the laws Laws of the jurisdiction of its respective organization (to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States), except where the failure to be in good standing would not have, individually or in the aggregate, a Company Material Adverse Effect. Each of incorporation, with full the Company’s Subsidiaries has the requisite corporate power and authority to conduct carry on its respective business as it is now presently being conducted and to own the own, lease or operate its respective properties and assets it now ownsassets. Except as set forth in DL 3.6, each Each of the Company’s Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, each jurisdiction where the character of the property its properties owned or leased by it or the nature of its activities makes make such qualification necessarynecessary (to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States), except where the failure to be so qualified or licensed is in good standing would not reasonably likely to have have, individually or in the aggregate, a Company Material Adverse Effect on the Corporation and its Subsidiaries, taken as a wholeEffect. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for Other than the Subsidiaries of the Company listed in Section 3.7(a) of the Company Disclosure Letter, there are no other Persons that are material to the business of the Company through which the Company or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to conducts business and in which the Company or any obligation of its Subsidiary owns, of record or requirement to provide funds for beneficially, any direct or to make any investment indirect equity or other interest or right (in the form of a loan, capital contribution contingent or otherwise) to or in any entity other than a Subsidiaryacquire the same. All The Company has made available to Parent correct and complete copies of the shares certificates of capital stock incorporation and bylaws (or comparable organizational documents) of each of its Subsidiaries, in each case as amended as of the Agreement Date. None of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued is in violation ofof its certificate of incorporation, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, bylaws or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariesapplicable constituent documents.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Silver Spring Networks Inc), Agreement and Plan of Merger (Itron Inc /Wa/)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries"), and except as set Exhibit E sets forth on DL 3.6, for each of the its Subsidiaries is duly incorporated (i) its name and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and authority to conduct outstanding shares of each class of its business as it is now conducted and to own capital stock, the properties and assets it now owns. Except as set forth in DL 3.6, each names of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation holders thereof, and is in good standing in every jurisdictionthe number of shares held by each such holder, both domestic and foreign, where (iv) the character number of the property owned or leased by it or the nature shares of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth capital stock held in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiarytreasury. All of the issued and outstanding shares of capital stock of the Subsidiaries of TST have been duly authorized and are validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rightspaid, and are ownednon-assessable. TST holds of record and owns beneficially all of the outstanding shares of its Subsidiaries, directly or indirectly, by the Corporation free and clear of all Encumbrancesany restrictions on transfer (other than restrictions under the Securities Act and state securities laws), options or claims whatsoevertaxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there There are no outstanding or authorized options, warrants, purchase rights, subscriptionssubscription rights, claims of any characterconversion rights, agreements, obligations, rights of redemption, convertible or exchangeable securitiesexchange rights, or other commitmentscontracts or commitments that could require any of TST and its Subsidiaries to sell, contingent transfer, or otherwiseotherwise dispose of any capital stock of its Subsidiaries or that could require any of its Subsidiaries to issue, relating sell, or otherwise cause to become outstanding any of its own capital stock. There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any of its Subsidiaries. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock of any Subsidiaryof its Subsidiaries. None of TST and its Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible intopartnership, exchangeable fortrust, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariesother business association.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Brokat Infosystems Ag), Stock Purchase Agreement (Brokat Aktiengesellschaft)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary Each of the Corporation Company’s “subsidiaries” (for purposes of this Agreement, shall not include Visirna and shall otherwise have the "Subsidiaries")meaning set forth in Rule 405 under the Securities Act) has been duly incorporated or organized, as the case may be, and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing standing, if applicable, under the laws of its the jurisdiction of incorporation, with full corporate its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as it is now conducted described in the Registration Statement and to own the properties and assets it now ownsProspectus. Except as set forth in DL 3.6, each Each of the Subsidiaries Company’s subsidiaries is duly qualified or licensed to do business as a foreign corporation corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in every jurisdictioneach jurisdiction in which such qualification is required, both domestic and foreign, where the character whether by reason of the ownership or leasing of property owned or leased by it or the nature conduct of its activities makes such qualification necessarybusiness, except where the failure to be so qualified and in good standing could not be expected, individually or licensed is not reasonably likely in the aggregate, to have result in a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a SubsidiaryChange. All of the shares of issued and outstanding capital stock or other equity or ownership interests of each of the Subsidiaries Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessablenonassessable and, except as disclosed in the Registration Statement and the Prospectus, are not subject toowned by the Company, nor were they directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding capital stock or equity interest in any subsidiary was issued in violation of, of preemptive or similar rights of any preemptive rights, security holder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are ownedin full force and effect. Other than Visirna and Tego Biosciences Corporation, the Company does not own or control, directly or indirectly, by the Corporation free and clear of all Encumbrancesany corporation, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, association or other commitments, contingent or otherwise, relating entity other than the subsidiaries listed in Exhibit 21.1 to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiaries.Company’s most recent Annual Report on Form 10-K.

Appears in 2 contracts

Samples: Open Market Sale (Arrowhead Pharmaceuticals, Inc.), Arrowhead Pharmaceuticals, Inc.

Subsidiaries. Attached hereto as DL 3.6 is Schedule 2.02 sets forth, among other things, a true ------------ complete and complete correct list of all of Seller's Subsidiaries (each subsidiary of the Corporation (a "Seller Subsidiary" and collectively the "Seller Subsidiaries"), and all outstanding Equity Securities of each of which, except as set forth on DL 3.6Schedule 2.02, each are owned directly or indirectly by Seller. "Equity Securities" of an issuer means capital stock or other equity securities of such issuer, options, limited partnership units, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, shares of any capital stock or other Equity Securities of such issuer, or contracts, commitments, understandings or arrangements by which such issuer is or may become bound to issue additional shares of its capital stock or other Equity Securities of such issuer, or options, warrants, scrip or rights to purchase, acquire, subscribe to, calls on or commitments for any shares of its capital stock or other Equity Securities. Except as set forth on Schedule 2.02, all of the outstanding shares of capital stock of the Seller Subsidiaries are validly issued, fully paid and nonassessable, and those shares owned by Seller are owned free and clear of any lien, claim, charge, option, encumbrance, agreement, mortgage, pledge, security interest or restriction (a "Lien") with respect thereto. Each of the Seller Subsidiaries is a corporation or savings bank duly incorporated or organized, validly existing, and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporationincorporation or organization, with full and has corporate power and authority to conduct own or lease its properties and assets and to carry on its business as it is now conducted and to own the properties and assets it now ownsbeing conducted. Except as set forth in DL 3.6, each Each of the Seller Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, each jurisdiction where the character its ownership or leasing of the property owned or leased by it or the nature conduct of its activities makes such qualification necessarybusiness requires it so to be qualified, except where the failure to be so qualified or licensed is qualify would not reasonably likely to have a Material Adverse Effect on the Corporation Seller and its Subsidiaries, taken as a whole. All Subsidiaries are wholly ownedExcept as set forth on Schedule 2.02, Seller does not own beneficially, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock any class of such Subsidiary Equity Securities or similar interests of any securities convertible intocorporation, exchangeable forbank, business trust, association or evidenced in similar organization. Seller Bank is chartered by the right to subscribe for, any shares OTS. The deposits of such SubsidiarySeller Bank are insured by the Savings Association Insurance Fund ("SAIF") or the Bank Insurance Fund ("BIF"). Except as set forth on Schedule 2.02, neither Seller nor any Seller Subsidiary holds any interest in DL 3.6(ii)a partnership, there are no restrictions limited liability company, joint venture or any other kind of any kind which prevent the payment of dividends by any of the Subsidiariesbusiness enterprise.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bay View Capital Corp), Agreement and Plan of Merger (America First Financial Fund 1987-a Limited Partnership)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary Each of the Corporation Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the "Subsidiaries")Securities Act) has been duly incorporated or organized, as the case may be, and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of its the jurisdiction of incorporation, with full corporate its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as it is now conducted described in the Registration Statement, the Time of Sale Prospectus and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such qualification necessaryProspectus, except where the failure to be so qualified or licensed is in good standing could not reasonably likely be expected to have result in a Material Adverse Effect on Change. Each of the Corporation and its Subsidiaries, taken Company’s subsidiaries is duly qualified as a whole. All Subsidiaries are wholly ownedforeign corporation, directly partnership or indirectlylimited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the Corporationownership or leasing of property or the conduct of business, except where the failure to qualify or to be in good standing could not reasonably be expected to result in a Material Adverse Change. Except for as otherwise disclosed in the Subsidiaries or as set forth in DL 3.6Registration Statement, the Corporation does not ownTime of Sale Prospectus and the Prospectus, directly or indirectly, securities all of the issued and outstanding capital stock or other equity or ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All each of the shares of capital stock of the Subsidiaries Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, nonassessable and are ownedowned by the Company, directly or indirectlythrough subsidiaries, by the Corporation free and clear of all Encumbrancesany security interest, options mortgage, pledge, lien, encumbrance or claims whatsoeveradverse claim. No shares None of the outstanding capital stock or equity interest in any subsidiary was issued in violation of preemptive or similar rights of any security holder of such subsidiary. The constitutive or organizational documents of each of the Subsidiaries subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are reserved for issuance in full force and there effect. The only subsidiaries of the Company are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating (i) the subsidiaries listed on Exhibit 21.1 to the capital stock of any SubsidiaryRegistration Statement and (ii) certain other subsidiaries which, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced considered in the right to subscribe foraggregate as a single subsidiary, any shares do not constitute a significant subsidiary (as such term is defined in Rule 1-02 of such Subsidiary. Except as set forth in DL 3.6(iiRegulation S-X), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiaries.

Appears in 2 contracts

Samples: Underwriting Agreement (fuboTV Inc. /FL), Underwriting Agreement (fuboTV Inc. /FL)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries"), and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to conduct its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each Section 3.02 of the Company Disclosure Schedule, the Company has no Subsidiaries is duly qualified (as defined in Article X) and neither the Company nor any Subsidiary has any equity investment or licensed other interest in, nor has the Company or any Subsidiary made advances or loans to do business as a foreign corporation (other than intra-company transactions between or among the Company and is in good standing in every jurisdiction, both domestic any Subsidiary and foreign, where the character other than for customary credit extended to customers of the property Company in the Ordinary Course of Business (as defined in Article X) and reflected in the Financial Statements (as defined in Section 3.08)), any Person. Section 3.02 of the Company Disclosure Schedule sets forth (a) the authorized capital stock or other equity interests of each Subsidiary and the percentage of the outstanding capital stock or other equity interests of each Subsidiary owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a SubsidiaryCompany. All of the such shares of capital stock or other equity interests of the Subsidiaries have been duly authorized and validly issuedissued and are outstanding, are fully paid and nonassessablenonassessable and except as set forth in Section 3.02 of the Company Disclosure Schedule, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, owned by the Corporation Company free and clear of all EncumbrancesEncumbrances (as defined in Article X) other than Encumbrances arising under applicable securities Laws. Each Subsidiary is duly organized, options validly existing and in good standing under the Laws of its state or claims whatsoever. No shares jurisdiction of capital stock of any organization (as listed in Section 3.02 of the Subsidiaries are reserved for issuance Company Disclosure Schedule), and there are no outstanding has the requisite corporate or authorized optionslimited liability company power and authority to own, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating operate and lease its Assets and to the capital stock of any Subsidiary, pursuant to which such carry on its business as currently conducted. Each Subsidiary is duly qualified to conduct business as a foreign Person and is in good standing in each jurisdiction where the nature of its business or may become obligated the ownership or leasing of its properties makes such qualification necessary, other than where the failure to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariesbe so qualified would not have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (McLeodusa Inc), Agreement and Plan of Merger (Choice One Communications Inc)

Subsidiaries. Attached Section 3.1(b) of the disclosure schedule attached hereto as DL 3.6 is a true (the "Disclosure Schedule") sets forth the name, jurisdiction of incorporation, total capitalization and complete list number of shares of outstanding capital stock of each subsidiary class owned, directly or indirectly, by the Company of each corporation of which the Company owns, directly or indirectly, a majority of the Corporation outstanding capital stock (individually, a "Subsidiary" and, collectively, the "Subsidiaries"). All the issued and outstanding shares of capital stock of each Subsidiary are validly issued, fully paid and except nonassessable. All such shares owned, directly or indirectly, by the Company are owned by the Company beneficially and of record, free and clear of all liens, pledges, encumbrances or restrictions of any kind. No Subsidiary has outstanding any securities convertible into or exchangeable or exercisable for any shares of its capital stock, there are no outstanding options, warrants, stock appreciation rights, phantom stock or stock equivalents. Except as set forth on DL 3.6, each in Section 3.1(c) of the Subsidiaries Disclosure Schedule, the Company has no outstanding stock appreciation rights, phantom stock or stock equivalents or other rights to purchase or acquire any capital stock of any Subsidiary, there are no irrevocable proxies with respect to such shares, and there are no contracts, commitments, understandings, arrangements or restrictions by which any Subsidiary or the Company is bound to issue additional shares of the capital stock of a Subsidiary. Except for the Subsidiaries, and as otherwise disclosed in Section 3.1(b) of the Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other equity securities of any corporation or have any direct or indirect equity interest in any business. Each Subsidiary (i) is a corporation duly incorporated and organized, validly existing as a corporation and in good standing under the laws of its jurisdiction of incorporation, with full ; (ii) has all requisite corporate power and authority and any necessary governmental authority to conduct carry on its business as it is now being conducted and to own the properties own, operate and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries lease its properties; and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character each of the jurisdictions in which (A) the ownership or leasing of real property owned or leased by it or the nature conduct of its activities makes business requires such qualification necessary, except where or licensing and (B) the failure to be so qualified or licensed is not reasonably likely to licensed, either singly or in the aggregate, would have a Material Adverse Effect on Effect. The Company has previously delivered to Parent and Sub complete and correct copies of the Corporation Certificates or Articles of Incorporation and its SubsidiariesBy-Laws of each Subsidiary, taken each as a wholeamended to date. All Subsidiaries such Certificates or Articles of Incorporation and By-Laws are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity full force and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiarieseffect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cort Business Services Corp), Agreement and Plan of Merger (Egan Charles)

Subsidiaries. Attached hereto The Company’s “significant” subsidiaries, as DL 3.6 is a true and complete list defined in Rule 1-02 of each subsidiary Regulation S-X, immediately prior to the closing of the Corporation (offering contemplated by this Agreement, will be the "Subsidiaries"), and except as set forth entities listed on DL 3.6, each of the Subsidiaries is Schedule D hereto. Each such subsidiary has been duly incorporated or formed and validly is existing as a corporation and in good standing under the laws of its the jurisdiction of incorporationits incorporation or formation, with full corporate corporate, limited liability company and/or other similar power and authority to own and/or lease its properties and conduct its business as it is now conducted described in the General Disclosure Package; and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries such subsidiary is duly qualified or licensed to do business as a foreign corporation and is corporation, limited liability company or other entity in good standing in every jurisdiction, both domestic and foreign, where the character all other jurisdictions in which its ownership or lease of the property owned or leased by it or the nature conduct of its activities makes business requires such qualification necessaryqualification, except where the failure to so qualify or be so qualified in good standing as a foreign corporation, limited liability company or licensed is other entity in such other jurisdictions would not reasonably likely to have result in a Material Adverse Effect on Effect; all of the Corporation issued and its Subsidiariesoutstanding capital stock, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities limited liability company interests or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All each such subsidiary of the shares of capital stock of the Subsidiaries Company have been duly authorized and validly issuedissued and, in the case of any corporation, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rightsnon-assessable, and are in the case of a limited liability company, the Company has no obligation to make further payments for its limited liability company interests or contributions to such subsidiary solely by reason of its ownership of such limited liability company interests or its status as a member of such subsidiary, and the Company will have no personal liability for the obligations of such subsidiary solely by reason of being a member of such subsidiary; and the equity interests in each such subsidiary will be owned, on or prior to the First Closing Date, by the Company, directly or indirectlythrough subsidiaries, by the Corporation free from liens, encumbrances and clear of all Encumbrancesdefects, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which except such Subsidiary is that arise or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced arise under the Company’s revolving credit facility as described in the right to subscribe forRegistration Statement, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of General Disclosure Package and the SubsidiariesFinal Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Mammoth Energy Services, Inc.), Underwriting Agreement (Mammoth Energy Services, Inc.)

Subsidiaries. Attached hereto The Company has no subsidiaries (as DL 3.6 defined under the Securities Act) other than Concert Pharmaceuticals Securities Corp., Concert Pharma Ireland Limited and Concert Pharma U.K. Ltd (the “Subsidiaries”) and no “significant subsidiaries” (as such term is a true and complete list defined in Rule 1-02 of each subsidiary Regulation S-X) other than Concert Pharmaceuticals Securities Corp.; the Company owns all of the Corporation (issued and outstanding capital stock of the "Subsidiaries"), and except as set forth on DL 3.6, each ; other than the capital stock of the Subsidiaries is and securities owned by the Company in connection with its Option and License Agreement with Promet Therapeutics, LLC dated October 4, 2017 as amended, the Company does not own, directly or indirectly, any shares of stock or any other equity interests or long-term debt securities of any corporation, firm, partnership, joint venture, association or other entity; complete and correct copies of the charters and the bylaws of the Company and the Subsidiaries and all amendments thereto have been made available to you, and no changes therein will be made on or after the date hereof through and including the time of purchase or, if later, any additional time of purchase; the Subsidiaries have been duly incorporated and are validly existing as a corporation in good standing under the laws of its jurisdiction of incorporationtheir respective jurisdictions, with full corporate power and authority to conduct own, lease and operate its business as it is now conducted properties and to own conduct their businesses as described in the properties Registration Statement, the Time of Sale Prospectus and assets it now owns. Except as set forth in DL 3.6, each of the Prospectus; the Subsidiaries is are duly qualified or licensed to do business as a foreign corporation and is are in good standing in every jurisdiction, both domestic and foreign, each jurisdiction where the character ownership or leasing of the property owned or leased by it its properties or the nature conduct of its activities makes their businesses requires such qualification necessaryqualification, except where the failure to be so qualified and in good standing would not, individually or licensed is not reasonably likely to in the aggregate, have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All Effect; all of the outstanding shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessablenon-assessable, are have been issued in compliance with all applicable securities laws, were not subject to, nor were they issued in violation of, of any preemptive rightsright, resale right, right of first refusal or similar right and are owned, directly or indirectly, owned by the Corporation free Company subject to no security interest, other encumbrance or adverse claims; and clear of all Encumbrancesno options, options warrants or claims whatsoever. No other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock of any of or ownership interests in the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariesoutstanding.

Appears in 2 contracts

Samples: Underwriting Agreement (Concert Pharmaceuticals, Inc.), Underwriting Agreement (Concert Pharmaceuticals, Inc.)

Subsidiaries. Attached hereto as DL 3.6 Each of its Subsidiaries (i) is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries")duly organized bank, and except as set forth on DL 3.6corporation, each of the Subsidiaries is duly incorporated and limited liability company, partnership or statutory trust, validly existing as a corporation and in good standing under the applicable laws of its the jurisdiction of incorporationin which it is incorporated or organized, with (ii) has full corporate power and authority to conduct carry on its business as it is now conducted and to own own, lease and operate its assets, properties and business, and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such licensing or qualification necessary, except where the failure to be so licensed or qualified or licensed is not reasonably likely to have have, either individually or in the aggregate, a Material Adverse Effect Effect. The outstanding shares of capital stock or equity interests of each of its Subsidiaries are validly issued and outstanding, fully paid and nonassessable and all such shares or equity interests are directly or indirectly owned by it free and clear of all liens, claims and encumbrances or preemptive rights of any person. No rights are authorized, issued or outstanding with respect to the capital stock or equity interests of any of its Subsidiaries and there are no agreements, understandings or commitments relating to the right to vote or to dispose of the capital stock or equity interests of any of its Subsidiaries. There are no restrictions on the ability of any of its Subsidiaries to pay dividends or distributions except as set forth in Section 13.1-653 of the VSCA and, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposits of each of its Subsidiaries that is a commercial bank are insured by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the maximum extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened. A true and complete list of its Subsidiariesdirect and indirect Subsidiaries as of the date hereof is set forth in Section 3.3(b) of its Disclosure Letter that shows each Subsidiary’s jurisdiction of incorporation, taken as a wholeeach jurisdiction in which each Subsidiary is qualified and/or licensed to do business, its form of organization, and lists the owner(s) and percentage ownership (direct or indirect) of each Subsidiary. All Subsidiaries are wholly ownedSection 3.3(b) of HomeTown’s Disclosure Schedule also lists any corporation, bank or other business organization of which HomeTown or HomeTown Bank owns, directly or indirectly, by five percent (5%) or more of the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities outstanding capital stock or other ownership interests equity interests, and shows for each such entity its jurisdiction of incorporation, each jurisdiction in any other which such entity and except as set forth in DL 3.6is qualified and/or licensed to do business, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rightsorganization, and are owned, directly lists the owner(s) and percentage ownership (direct or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock indirect) of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariesentity.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (HomeTown Bankshares Corp), Agreement and Plan of Reorganization (American National Bankshares Inc.)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries"), and except as The subsidiaries set forth on DL 3.6Schedule 4 (collectively, each the “Subsidiaries”), are the Company’s only significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission). Each Subsidiary of the Subsidiaries is Company has been duly incorporated and is validly existing as a corporation corporation, limited liability company, trust company, statutory business trust or bank in good standing under the laws of its the jurisdiction of incorporation, with full its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as it is now conducted described in the Registration Statement and to own the properties and assets it now owns. Except as set forth Prospectus and, in DL 3.6, each the case of the Subsidiaries Bank, to enter into and perform its obligations under this Agreement; each Subsidiary of the Company is duly qualified or licensed to do business as a foreign corporation to transact business and is in good standing in every jurisdictioneach other jurisdiction in which such qualification is required, both domestic and foreign, where the character whether by reason of the ownership or leasing of property owned or leased by it or the nature conduct of its activities makes such qualification necessarybusiness, except for such jurisdictions where the failure to so qualify, or be so qualified in good standing, would not, individually or licensed is not in the aggregate, reasonably likely be expected to have result in a Material Adverse Effect on Effect; all of the Corporation issued and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities outstanding capital stock or other ownership equity interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have each Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessablenonassessable and is owned by the Company, are directly or through subsidiaries; the Company owns, directly or through subsidiaries, the issued and outstanding capital stock or other equity interest of each Subsidiary free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim; the Company does not subject to, nor were they issued in violation of, any preemptive rights, and are ownedown or control, directly or indirectly, by any corporation, association or other entity other than the Corporation free Bank, Bancorp Card Services, Inc., The Bancorp Capital Trust II, a Delaware statutory trust, The Bancorp Capital Trust III, a Delaware statutory trust, TBBK Acquisitions I, LLC, Transact Payments Limited, Transact Payment Services Group Limited, Transact Payment Services Limited, UK and clear Transact Payment Services Group – Bulgaria EOOD; none of all Encumbrances, options or claims whatsoever. No the outstanding shares of capital stock or other equity interest of any Subsidiary was issued in violation of the Subsidiaries are reserved for issuance and there are no outstanding preemptive or authorized options, warrants, rights, subscriptions, claims similar rights of any character, agreements, obligations, rights of redemption, convertible security holder or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares equity holder of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent ; the payment of dividends by any subsidiaries of the SubsidiariesBank are permitted to be subsidiaries of a national banking association and the deposit accounts of the Bank are insured up to the applicable limits by the Federal Deposit Insurance Corporation (the “FDIC”).

Appears in 2 contracts

Samples: Sales Agreement (Bancorp, Inc.), Sales Agreement (Bancorp, Inc.)

Subsidiaries. Attached hereto as DL 3.6 is a true A complete and complete accurate list of each subsidiary of the Corporation (the "Subsidiaries"), and except as set forth on DL 3.6, each all of the Subsidiaries of Agere, together with the jurisdiction of incorporation of each Subsidiary and the percentage of each Subsidiary’s outstanding capital stock owned by Agere or another Subsidiary or affiliate of Agere, is set forth in Section 3.2 of the Agere Disclosure Letter. Agere does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Person, excluding securities in any publicly traded company held for investment by Agere and comprising less than one percent of the outstanding stock of such company. Each Subsidiary of Agere is duly incorporated and organized, validly existing as a corporation and in good standing under the laws Legal Requirements of its jurisdiction of incorporation, with full organization (to the extent such concepts exist in such jurisdictions) and has all requisite corporate or other power and authority necessary to conduct own, lease and operate the properties it purports to own, lease or operate and to carry on its business as it is now conducted and presently being conducted, except to own the properties and assets it now ownsextent that the failure to be so organized or existing or in good standing or have such power or authority would not reasonably be expected to have, individually or in the aggregate, an Agere Material Adverse Effect. Except as set forth in DL 3.6, each Each Subsidiary of the Subsidiaries Agere is duly qualified or licensed to do business as a foreign corporation to do business, and is in good standing standing, in every jurisdiction, both domestic and foreign, each jurisdiction (to the extent such concepts exist in such jurisdictions) where the character or location of the property owned properties owned, leased or leased operated by it or the nature of its activities makes such qualification or licensing necessary, except where to the extent that the failure to be so qualified or licensed is and in good standing would not reasonably likely be expected to have a have, individually or in the aggregate, an Agere Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the SubsidiariesEffect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Agere Systems Inc), Agreement and Plan of Merger (Lsi Logic Corp)

Subsidiaries. Attached hereto as DL 3.6 is Section 5.3 of the Parent Disclosure Letter sets forth a true and complete list of each subsidiary Subsidiary of the Corporation (the "Subsidiaries")Parent, and except as set forth on DL 3.6, each including its jurisdiction of incorporation or formation. Each of the Subsidiaries of Parent (i) is an entity duly incorporated and organized, validly existing as a corporation and in good standing under the laws Laws of the jurisdiction of its jurisdiction of incorporationorganization, with full (ii) has all requisite corporate or similar power and authority to conduct own, lease and operate its properties and to carry on its business as it is now being conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or each jurisdiction in which the nature of its activities business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except in the case of clause (iii), where the failure to be so qualified or licensed is or in good standing, individually or in the aggregate, has not had and would not reasonably likely be expected to have a Parent Material Adverse Effect on the Corporation and its Subsidiaries, taken as a wholeEffect. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the No shares of capital stock of the Subsidiaries Parent are owned by any Subsidiary of Parent. All outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of Parent have been duly authorized and validly issued, are fully paid paid, nonassessable and nonassessable, are not subject to, nor were they issued in violation of, to any preemptive rights, . All outstanding shares of capital stock and other voting securities or equity interests of each such Subsidiary are owned, directly or indirectly, by the Corporation Parent, free and clear of all EncumbrancesLiens other than Permitted Liens of Parent and its Subsidiaries. Except for the capital stock of, options or claims whatsoever. No shares other equity or voting interests in, its Subsidiaries, Parent does not own, directly or indirectly, any share of capital stock of stock, membership interest, partnership interest, joint venture interest, or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for any of the Subsidiaries are reserved for issuance and there are no outstanding foregoing, nor is it under any current or authorized optionsprospective obligation to form or participate in, warrantsprovide funds to, rightsmake any loan, subscriptionscapital contribution, claims of any characterguarantee, agreements, obligations, rights of redemption, convertible credit enhancement or exchangeable securitiesother investment in, or other commitments, contingent assume any liability or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe forobligation of, any shares of such SubsidiaryPerson. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any Section 5.3 of the SubsidiariesParent Disclosure Letter, Parent does not have any outstanding equity appreciation rights, phantom equity or other equity equivalents or equity-based awards or rights that are valued in whole or in part with respect to any Subsidiary of Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Diffusion Pharmaceuticals Inc.), Agreement and Plan of Merger (Diffusion Pharmaceuticals Inc.)

Subsidiaries. Attached hereto Section 3.2 of the Parent Disclosure Schedule sets forth a description as DL 3.6 is a true of the date hereof of all Subsidiaries of Parent and complete list each other corporation, partnership, limited liability company, business, trust or other Person in which Parent or any of its Subsidiaries owns, directly or indirectly, an interest in the equity (other than publicly traded securities which constitute less than 5% of the outstanding securities of such series or class) including the name of each subsidiary such Person and Parent's interest therein, and, as to each Subsidiary identified as a "Material Parent Entity" in Section 3.2 of the Corporation (Parent Disclosure Schedule, a brief description of the "Subsidiaries"), and except principal line or lines of business conducted by each such entity. Except as set forth on DL 3.6in Section 3.2 of the Parent Disclosure Schedule, each of the Parent's Subsidiaries is duly incorporated and organized, validly existing as a corporation and in good standing under the laws of its jurisdiction state of incorporationorganization, with full corporate has all requisite organizational power and authority authority, and has been duly authorized by all necessary approvals and orders, to conduct own, lease or operate its Assets and to carry on its business as it is now conducted being conducted, and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed and in good standing to do business as a foreign corporation and is in good standing each jurisdiction in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or which the nature of its activities makes business or the ownership or leasing of its Assets make such qualification necessary, except necessary other than in such jurisdictions where the failure to be so qualified or licensed is not reasonably likely to and in good standing will not, when taken together with all such other failures, have a Parent Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such SubsidiaryEffect. Except as set forth in DL 3.6(ii)Section 3.2 of the Parent Disclosure Schedule, all of the issued and outstanding shares of capital stock of each Subsidiary of Parent are validly issued, fully paid, nonassessable and free of preemptive rights, are owned directly or indirectly by Parent free and clear of any Encumbrances and there are no restrictions outstanding subscriptions, options, calls, contracts, voting trusts, proxies or other commitments, understandings, restrictions, arrangements, rights or warrants, including any right of conversion or exchange under any kind which prevent the payment outstanding security, instrument or other agreement, obligating any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of dividends by its capital stock or obligating it to grant, extend or enter into any of the Subsidiariessuch agreement or commitment.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (K N Energy Inc), Agreement and Plan of Merger (Sempra Energy)

Subsidiaries. Attached hereto as DL 3.6 Each Subsidiary of the Company is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries")corporation, and except as set forth on DL 3.6limited liability company or limited partnership duly incorporated, each of the Subsidiaries is duly incorporated and formed or organized, validly existing as a corporation and in good standing under the laws of its jurisdiction of incorporationincorporation or organization. Each Subsidiary has all corporate, with full corporate partnership or limited liability company, as the case may be, power and authority all governmental Licenses, Permits, authorizations, consents and approvals required to conduct carry on its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation corporation, partnership or limited liability company, as the case may be, and is in good standing in every jurisdiction, both domestic and foreign, each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is be in good standing or possess governmental Licenses, Permits, authorizations, consents and approvals would not reasonably likely to have a Company Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such SubsidiaryEffect. Except as set forth in DL 3.6(iithe Company Disclosure Schedule, all of the outstanding capital stock of each Subsidiary of the Company is owned by the Company, directly or indirectly, free and clear of any Encumbrance, except for (i) Encumbrances in connection with the Company's current senior credit facility (the "Senior Credit Facility") and mortgages obtained from Omega Healthcare Investors, Inc. (the "Omega Encumbrances"), there and (ii) such other Encumbrances as would not have a Company Material Adverse Effect. The Company Disclosure Schedule sets forth, for each Subsidiary, the outstanding capital stock, jurisdiction of incorporation and all jurisdictions in which it is qualified to do business as a foreign corporation. There are no restrictions outstanding (i) securities of any kind which prevent the payment of dividends by Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, or (ii) options or other rights to acquire from the Company or any of its Subsidiaries, and no other obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i) and (ii) being referred to collectively as the "Company Subsidiary Securities"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Company Subsidiary Securities.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mariner Health Care Inc), Agreement and Plan of Merger (Mariner Health Care Inc)

Subsidiaries. Attached Schedule 6.04 hereto as DL 3.6 is a true and complete list sets forth the name of each subsidiary Subsidiary of Clearwire as of the Corporation Initial Closing Date, immediately prior to the occurrence of the Initial Closing, and without giving effect to the Contemplated Transactions (the "Subsidiaries")) and, with respect to each Subsidiary, the jurisdiction in which it is incorporated or organized, the jurisdictions, if any, in which it is qualified to do business, the number of shares of its authorized capital stock, the number and class of shares thereof duly issued and outstanding, the names of all stockholders or other equity owners and the number of shares of stock owned by each stockholder or the amount of equity owned by each equity owner. The outstanding shares of capital stock or equity interests of each such Subsidiary are validly issued, folly paid and nonassessable, and all such shares or other equity interests represented as being owned by Clearwire Parent are owned by it free and clear of any and all Liens, except as set forth on DL 3.6in Schedule 6.04. Except as set forth in Schedule 6.04, each there is no existing option, warrant, call, commitment or agreement to which any such Subsidiary is a party requiring, and there are no convertible securities of any Subsidiary outstanding which upon conversion would require, the Subsidiaries issuance of any additional shares of capital stock or other equity interests of any Subsidiary or other securities convertible into shares of capital stock or other equity interests of any Subsidiary or other equity security of any Subsidiary. Each such Subsidiary is a duly incorporated organized and validly existing as a corporation or other entity in good standing under the laws of its the jurisdiction of incorporation, with full corporate power its organization and authority to conduct its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of (i) each jurisdiction in every jurisdiction, both domestic which it owns or leases real property and foreign, where (ii) each other jurisdiction in which the character conduct of the property owned or leased by it its business or the nature ownership of its activities makes assets requires such qualification necessary, except and where the a failure to be so qualified or licensed is not reasonably likely to would have a Clearwire Material Adverse Effect on the Corporation and its Subsidiaries, taken as a wholeEffect. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which Each such Subsidiary is has all requisite corporate or may become obligated limited liability company power and authority to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except own its properties and carry on its business as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariespresently conducted.

Appears in 2 contracts

Samples: In Stockholders Agreement (Clearwire Corp), In Stockholders Agreement (Clearwire Corp)

Subsidiaries. Attached hereto as DL 3.6 is a true UBSH and complete list ANCX each represents and warrants to the other that: Each of each subsidiary of the Corporation its Subsidiaries (the "Subsidiaries"), and except as set forth on DL 3.6, each of the Subsidiaries i) is duly incorporated and organized, validly existing as a corporation and in good standing under applicable Laws of the laws of its jurisdiction of incorporationin which it is incorporated or organized, with (ii) has full corporate power and authority to conduct carry on its business as it is now conducted and to own own, lease and operate its assets, properties and business, and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such licensing or qualification necessary, except where the failure to be so licensed or qualified or licensed is not reasonably likely expected to have have, either individually or in the aggregate, a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a wholeEffect. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the The outstanding shares of capital stock or equity interests of the each of its Subsidiaries have been duly authorized are validly issued and validly issuedoutstanding, are fully paid and nonassessable, nonassessable and all such shares or equity interests are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, indirectly owned by the Corporation it free and clear of all Encumbrancesliens, options claims and encumbrances or claims whatsoeverpreemptive rights of any Person. No shares of rights are authorized, issued or outstanding with respect to the capital stock or equity interests of any of the its Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible understandings or exchangeable securities, or other commitments, contingent or otherwise, commitments relating to the right to vote or to dispose of the capital stock or equity interests of any Subsidiaryof its Subsidiaries. There are no restrictions on the ability of any of its Subsidiaries to pay dividends or distributions except, pursuant in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to which all such Subsidiary regulated entities. The deposits of each of its Subsidiaries that is or may become obligated a bank are insured by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to issue any shares of capital stock the maximum extent permitted by Law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such Subsidiary or any securities convertible intoinsurance are pending or, exchangeable forto its Knowledge, or evidenced in threatened. A true and complete list of its direct and indirect Subsidiaries as of the right to subscribe for, any shares of such Subsidiary. Except as date hereof is set forth in DL 3.6(ii)Section 3.2(b) of its Disclosure Letter that shows each Subsidiary’s jurisdiction of incorporation, there are no restrictions each jurisdiction in which each Subsidiary is qualified and/or licensed to do business, its form of any kind which prevent organization, and lists the payment owner(s) and percentage ownership (direct or indirect) of dividends by any each Subsidiary. True and complete copies of the SubsidiariesOrganizational Documents of each of its Subsidiaries that is a bank, in each case as amended to the date hereof and as in full force and effect as of the date hereof, have been made available to the other party.

Appears in 2 contracts

Samples: Affiliate Agreement (Access National Corp), Agreement and Plan of Reorganization (Union Bankshares Corp)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list Schedule 5.6 sets forth the name of each subsidiary Subsidiary of the Corporation Company, and with respect to each Subsidiary, its jurisdiction of organization, its authorized shares or other equity interests (the "Subsidiaries"if applicable), and the number of issued and outstanding shares or other equity interests and the record holders thereof. Other than as set forth on Schedule 5.6, (i) all of the outstanding equity securities of each Subsidiary of the Company are duly authorized and validly issued, duly registered and non-assessable (if applicable), were offered, sold and delivered in material compliance with all applicable securities Laws, and are owned by the Company or one of its Subsidiaries free and clear of all Liens (other than those, if any, imposed by such Subsidiary’s Organizational Documents); (ii) there are no Contracts to which the Company or any of its Affiliates is a party or bound with respect to the voting (including voting trusts or proxies) of the shares or other equity interests of any Subsidiary of the Company other than the Organizational Documents of any such Subsidiary; (iii) there are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Subsidiary of the Company is a party or which are binding upon any Subsidiary of the Company providing for the issuance or redemption of any shares or other equity interests or convertible equity interests in or of any Subsidiary of the Company; (iv) there are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Subsidiary of the Company; (v) no Subsidiary of the Company has any limitation on its ability to make any distributions or dividends to its equity holders, whether by Contract, Order or applicable Law; (vi) except for the equity interests of the Subsidiaries listed on Schedule 5.6, the Company does not own or have any rights to acquire, directly or indirectly, any shares or other equity interests of, or otherwise Control, any Person; (vii) none of the Company or its Subsidiaries is a participant in any joint venture, partnership or similar arrangement, and (viii) except as set forth on DL 3.6Schedule 5.6, each there are no outstanding contractual obligations of the Subsidiaries is duly incorporated and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to conduct its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified Company or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for to, or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation ofin, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the SubsidiariesPerson.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Arisz Acquisition Corp.), Agreement and Plan of Merger (Broad Capital Acquisition Corp)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary of Except for the Corporation subsidiaries referenced in the Disclosure Letter (the "Subsidiaries" and individually a "Subsidiary"), the Company does not have any direct or indirect subsidiaries. The Company's foreign Subsidiaries consist of a German Subsidiary and a Swedish Subsidiary and of the foreign Subsidiaries (the "ESC Foreign Subsidiaries") owned by Environmental Systems Corporation, all as described in further detail in the Disclosure Letter. Except as listed in the Disclosure Letter and except for the shares of stock in the Subsidiaries, the Company does not own any securities issued by any other business organization or governmental authority, except United States, state, and municipal government securities, bank certificates of deposit, or money market accounts acquired as investments in the ordinary course of its business, and, except as set forth on DL 3.6in the Disclosure Letter, each neither the Company nor any of its Subsidiaries owns or has any direct or indirect ownership interest in or control over any other corporation, partnership, joint venture, or entity of any kind. All of the issued and outstanding shares of stock of the Subsidiaries are owned by the Company, or, where specified in the Disclosure Letter, by a Subsidiary or in the case of certain foreign Subsidiaries by the persons who are identified (together with the number of shares of Subsidiary capital stock owned) in the Disclosure Letter. There are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of stock of any class of the Subsidiaries. In the case of each Subsidiary, the Disclosure Letter specifies the Subsidiary's jurisdiction of incorporation, its authorized capital stock, the number of shares which are issued and outstanding, and the entity which owes such shares, whether the Company or another Subsidiary. Each Subsidiary is duly incorporated and organized, validly existing as a corporation and in good standing under the laws of its jurisdiction of incorporation, with full incorporation and has the necessary corporate power and corporate authority to conduct own or lease its business as it is now conducted and to own properties, except for any noncompliance with the properties and assets it now owns. Except as set forth foregoing representation which may exist in DL 3.6, each the case of the Subsidiaries ESC Foreign Subsidiaries, which noncompliance will not have a Material Adverse Effect on the Company Group. Copies of each Subsidiary's organizational documents, as amended to date, have been made available for review by purchaser. Each Subsidiary (i) is not in violation of any of the terms of its organizational documents, and (ii) is duly qualified or licensed to do business as a foreign corporation in the jurisdictions listed in the Disclosure Letter, and is not required to be licensed or qualified to conduct its business or its property in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such qualification necessaryany other Jurisdiction, except where such violation, or where the failure to be so qualified licensed or licensed is qualified, would not reasonably likely to have a Material Adverse Effect on the Corporation Company Group. In this Agreement the Company and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating sometimes referred to as the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiaries"Company Group."

Appears in 2 contracts

Samples: Exhibit 10 (Fauth John J), Agreement and Plan of Merger (Tsi Inc /Mn/)

Subsidiaries. Attached hereto as DL 3.6 is a true Each direct and complete list of each indirect significant subsidiary of the Corporation Company (the each a "SubsidiariesSIGNIFICANT SUBSIDIARY"), and except defined as set forth on DL 3.6, each such term is defined in Rule 1-02 of Regulation S-X of the Subsidiaries Exchange Act) is duly incorporated and organized, validly existing as a corporation and, where applicable, in good standing under the laws of its jurisdiction of incorporation, with full corporate organization and has the requisite power and authority to conduct own, lease and operate its assets and properties and to carry on its business as it is now being conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each Significant Subsidiary of the Subsidiaries Company is duly qualified or licensed to do business as a foreign corporation transact business, and is in good standing standing, in every jurisdictioneach jurisdiction in which the properties owned, both domestic and foreign, where the character of the property owned leased or leased operated by it or the nature of its activities the business conducted by it makes such qualification necessary, ; except where the failure to be so qualified or licensed is in all cases as would not reasonably likely be expected to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a wholeEffect. All Subsidiaries of the outstanding shares of capital stock or other equity interests of each Significant Subsidiary of the Company are wholly ownedvalidly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly, indirectly by the Corporation. Except Company, free and clear of all liens, encumbrances, equities or claims, except for (a) the Subsidiaries or security interests granted pursuant to the Orion Power New York, L.P. Credit Facility, the Orion Power MidWest, L.P. Credit Facility and the Liberty Electric Power, LLC Credit Facility, as set forth in DL 3.6the Company's prospectus dated May 31, 2001 as filed pursuant to Rule 424(b) under the Corporation does Securities Act of 1933, as amended, relating to the Company's 4.50% Convertible Senior Notes due June 1, 2008 (the "MAY 31 DEBT PROSPECTUS") and (b) such liens, encumbrances, equities or claims that would not ownhave a Material Adverse Effect. There are no subscriptions, directly or indirectlyoptions, securities warrants, voting trusts, proxies or other ownership interests in any other entity and except as set forth in DL 3.6commitments, neither understandings, restrictions or arrangements to which the Corporation nor Company or any of its Significant Subsidiaries is subject a party relating to the issuance, sale, voting or transfer of any obligation shares of capital stock or requirement to provide funds for other equity interests of any Significant Subsidiary of the Company, including any right of conversion or to make exchange under any outstanding security, instrument or agreement. The Company has no material investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the its Significant Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Reliant Resources Inc), Agreement and Plan of Merger (Orion Power Holdings Inc)

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Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary Each of the Corporation Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the "Subsidiaries")Securities Act) has been duly incorporated or organized, as the case may be, and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of its the jurisdiction of incorporation, with full corporate its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as it is now conducted described in the Registration Statement and the Prospectus, except where the failure to own be in good standing could not reasonably be expected, individually or in the properties and assets it now ownsaggregate, to have a Material Adverse Change. Except as set forth in DL 3.6, each Each of the Subsidiaries Company’s subsidiaries is duly qualified or licensed to do business as a foreign corporation corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in every jurisdictioneach jurisdiction in which such qualification is required, both domestic and foreign, where the character whether by reason of the ownership or leasing of property owned or leased by it or the nature conduct of its activities makes such qualification necessarybusiness, except where the failure to be so qualified or licensed is could not reasonably likely be expected, individually or in the aggregate, to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a SubsidiaryChange. All of the shares of issued and outstanding capital stock or other equity or ownership interests of each of the Subsidiaries Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessablenonassessable and are owned by the Company, are not subject todirectly or through subsidiaries, nor were they free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding capital stock or equity interest in any subsidiary was issued in violation of, of preemptive or similar rights of any preemptive rights, security holder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are ownedin full force and effect. The Company does not own or control, directly or indirectly, by the Corporation free and clear of all Encumbrancesany corporation, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, association or other commitments, contingent or otherwise, relating entity other than the subsidiaries listed in Exhibit 21 to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiaries.Company’s most recent Annual Report on Form 10-K.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Altimmune, Inc.), Equity Distribution Agreement (Altimmune, Inc.)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each Each subsidiary of the Corporation (the "Subsidiaries")Company is a corporation, and except as set forth on DL 3.6partnership or other entity duly organized, each of the Subsidiaries is duly incorporated and validly existing as a corporation and in good standing under the laws of its jurisdiction of incorporation, with full organization (except where the failure to be validly existing and in good standing would not have a Company Material Adverse Effect) and has the corporate or similar power and authority to conduct carry on its business as it is now being conducted and or currently proposed to own the properties and assets it now ownsbe conducted. Except as set forth in DL 3.6, each Each subsidiary of the Subsidiaries Company is duly qualified or licensed to do business as a foreign corporation business, and is in good standing standing, in every jurisdiction, both domestic and foreign, each jurisdiction where the character of the property its properties owned or leased by it held under lease or the nature of its activities makes such qualification necessary, necessary except where the failure to be so qualified or licensed qualified, when taken together with all such failures, has not had, and would not have, a Company Material Adverse Effect. Section 5.3 of the Company Disclosure Schedule contains, with respect to each subsidiary of the Company, its name and jurisdiction of organization and, with respect to each subsidiary that is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity number of issued and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the outstanding shares of capital stock or share capital and the number of shares of capital stock or share capital owned by the Company or a subsidiary. All the outstanding shares of capital stock or share capital of each subsidiary of the Subsidiaries have been duly authorized and Company are validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, those owned by the Corporation Company or by a subsidiary of the Company are owned free and clear of all Encumbrancesany liens, options claims or claims whatsoeverencumbrances except any of the foregoing which would not reasonably be expected to have a Company Material Adverse Effect. No shares There are no existing options, warrants, calls. convertible securities or other rights, agreements or commitments of any character relating to the issued or unissued capital stock or other securities of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims subsidiaries of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such SubsidiaryCompany. Except as set forth in DL 3.6(ii)the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, there are no restrictions of 1997, the Company does not directly or indirectly own any kind which prevent the payment of dividends by interest in any of the Subsidiariesother corporation, partnership, joint venture or other business association or entity or have any obligation, commitment or undertaking to acquire any such interest.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dover Downs Entertainment Inc), Agreement and Plan of Merger (Grand Prix Association of Long Beach Inc)

Subsidiaries. Attached Part I of Schedule 5.08 (as such Schedule may be supplemented by a writing delivered by the Borrower to the Bank from time to time after the Effective Date) hereto as DL 3.6 is a true and complete list of lists each subsidiary Subsidiary of the Corporation Borrower (and the "Subsidiaries"direct and indirect ownership interests of the Borrower therein), and except in each case existing on the Effective Date. Except as set forth on DL 3.6Part I of such Schedule 5.08, each such Subsidiary existing on the date hereof is, and in the case of any additional corporate Subsidiaries formed after the Effective Date each of such additional corporate Subsidiaries will be at each time that this representation is made or deemed to be made after the Effective Date, a Wholly-Owned Subsidiary that is a corporation duly incorporated and incorporated, validly existing as a corporation and, to the extent relevant in such jurisdiction, in good standing under the laws of its jurisdiction of incorporation, with full and has all corporate power powers and authority all material Governmental Approvals required to conduct carry on its business as it is now conducted and to own the properties and assets it now ownsconducted. Except as set forth in DL 3.6, each listed on Part II of the Subsidiaries is duly qualified or licensed to do business Schedule 5.08 (as such Schedule may be supplemented by a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, writing delivered by the Corporation. Except for Borrower to the Subsidiaries or as set forth in DL 3.6, Bank from time to time after the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6Effective Date), neither the Corporation Borrower nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or are engaged in any entity joint venture or partnership with any other than a SubsidiaryPerson. All outstanding shares, member interests or equivalent equity interests, as applicable, of the shares of capital stock of the Subsidiaries each Subsidiary (i) that is a Domestic Subsidiary have been duly authorized and validly issued, issued and are fully paid and nonassessable, are not subject to, nor were they nonassessable and (ii) that is a Foreign Subsidiary have been duly authorized and validly issued in violation of, any preemptive rights, and are owned, directly or indirectly, fully paid and nonassessable to the extent such concepts are applicable under the laws of such Foreign Subsidiary's jurisdiction of formation. Except as listed on Part III of Schedule 5.08 (as such Schedule may be supplemented by a writing delivered by the Corporation free and clear Borrower to the Bank from time to time after the Effective Date), as of all EncumbrancesMay 31, options 2002, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or claims other rights of any type or nature whatsoever. No shares , which are convertible into, exchangeable for or otherwise provide for or permit the issuance of capital stock of the Borrower or any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the its Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Trex Co Inc), Credit Agreement (Trex Co Inc)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary (a) Each Subsidiary of the Corporation (the "Subsidiaries"), and except as set forth on DL 3.6, each of the Subsidiaries Company is duly incorporated and organized, validly existing as a corporation and in good standing under the laws of its jurisdiction of incorporationorganization, with full corporate power and authority has all powers and all governmental licenses, authorizations, consents and approvals required to conduct carry on its business as it is now conducted and conducted, except for those the absence of which would not, individually or in the aggregate, be reasonably likely to own have a Company Material Adverse Effect. For purposes of this Agreement, the properties and assets it now owns. Except as set forth in DL 3.6term “Subsidiary,” when used with respect to any Person, each means any other Person, whether incorporated or unincorporated, of which (i) more than fifty percent of the voting securities or other ownership interests is owned by such Person or one or more of its Subsidiaries, (ii) such Person or one or more of its Subsidiaries is a general partner or holds a majority of the voting interests of a partnership or (iii) securities or other interests having by their terms ordinary voting power to elect more than fifty percent of the board of directors or others performing similar functions with respect to such corporation or other organization, are directly owned or controlled by such Person or by any one or more of its Subsidiaries. For the avoidance of doubt, for all purposes of this Agreement, the MLP and its Subsidiaries shall be deemed to be Subsidiaries of the Company. The MLP consummated the transactions contemplated by that certain Contribution, Conveyance, Assumption and Simplification Agreement, dated as of November 14, 2019, by and among the Company, Noble Midstream Partners, LP (the “MLP”), Noble Midstream GP LLC (“Noble GP”), Noble Midstream Services, LLC, Noble Midstream, LLC and Noble Midstream Holdings LLC on November 21, 2019 in accordance with the terms thereof as disclosed in the Company SEC Documents and the MLP SEC Documents. Each Subsidiary of the Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where each jurisdiction in which the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not, individually or licensed is not in the aggregate, be reasonably likely to have a Company Material Adverse Effect on the Corporation and its Subsidiaries, taken as a wholeEffect. All Subsidiaries are wholly owned“significant subsidiaries” (as such term is defined in Section 1-02 of Regulation S-X under the Exchange Act) of the Company (collectively, directly or indirectly, by the Corporation. Except and including for the Subsidiaries or as set forth in DL 3.6avoidance of doubt, the Corporation does not ownMLP, directly or indirectly, securities or “Significant Subsidiaries”) and all other ownership interests entities listed on Exhibit 21 to the Company 10-K and their respective jurisdictions of organization are identified in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwiseSection 3.6(a) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the SubsidiariesCompany Disclosure Schedules.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Noble Energy Inc), Agreement and Plan of Merger (Noble Energy Inc)

Subsidiaries. Attached hereto as DL 3.6 SECTION 2.05 OF THE DISCLOSURE SCHEDULE lists the name of each Subsidiary and all lines of business in which each Subsidiary is participating or engaged. Each Subsidiary is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries")corporation duly organized, and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation and in good standing under the laws Law of its jurisdiction of incorporationincorporation identified in SECTION 2.05 OF THE DISCLOSURE SCHEDULE, with and has full corporate power and authority to conduct its business as it is and to the extent now conducted and to own the properties own, use and assets it now ownslease its Assets and Properties. Except as set forth in DL 3.6, each of the Subsidiaries Each Subsidiary is duly qualified qualified, licensed or licensed admitted to do business as a foreign corporation and is in good standing in every jurisdictionthose jurisdictions specified in SECTION 2.05 OF THE DISCLOSURE SCHEDULE, both domestic which are the only jurisdictions in which the ownership, use or leasing of such Subsidiary's Assets and foreignProperties, where the character of the property owned or leased by it or the conduct or nature of its activities business, makes such qualification qualification, licensing or admission necessary, except where for those jurisdictions in which the failure adverse effects of all such failures by the Company and the Subsidiaries to be so qualified qualified, licensed or licensed is not reasonably likely to have a Material Adverse Effect on admitted and in good standing can in the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly aggregate be eliminated without material cost or indirectly, expense by the CorporationCompany or a Subsidiary, as the case may be, becoming qualified, licensed or admitted and in good standing. SECTION 2.05 OF THE DISCLOSURE SCHEDULE lists for each Subsidiary the amount of its authorized capital stock, the amount of its outstanding capital stock and the record owners of such outstanding capital stock. Except for the Subsidiaries or as set forth disclosed in DL 3.6SECTION 2.05 OF THE DISCLOSURE SCHEDULE, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All all of the outstanding shares of capital stock of the Subsidiaries each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectlybeneficially and of record, by the Corporation Company or Subsidiaries wholly owned by the Company free and clear of all EncumbrancesLiens. Except as disclosed in SECTION 2.05 OF THE DISCLOSURE SCHEDULE, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding Options with respect to any Subsidiary. The name of each director and officer of each Subsidiary on the date hereof, and the position with such Subsidiary held by each, are listed in SECTION 2.05 OF THE DISCLOSURE SCHEDULE. Love has prior to the execution of this Agreement delivered to Purchaser true and complete copies of the certificate or authorized options, warrants, rights, subscriptions, claims articles of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, incorporation and by-laws (or other commitments, contingent or otherwise, relating to the capital stock comparable corporate charter documents) of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any each of the SubsidiariesSubsidiaries as in effect on the date hereof.

Appears in 2 contracts

Samples: Investment Agreement (PDT Inc /De/), Stock Purchase Agreement (PDT Inc /De/)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary Each of the Corporation Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the "Subsidiaries")Securities Act) has been duly incorporated or organized, as the case may be, and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing (where such concept is recognized) under the laws of its the jurisdiction of incorporation, with full corporate its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as it is now conducted described in the Registration Statement and to own the properties and assets it now ownsProspectus. Except as set forth in DL 3.6, each Each of the Subsidiaries Company’s subsidiaries is duly qualified or licensed to do business as a foreign corporation corporation, partnership or limited liability company, as applicable, to transact business and is in good standing (where such concept is recognized in every jurisdictioneach jurisdiction in which such qualification is required, both domestic and foreign, where the character whether by reason of the ownership or leasing of property owned or leased by it or the nature conduct of its activities makes such qualification necessarybusiness, except where the failure to be so qualified or licensed is not reasonably likely to in good standing, as the case may be, or have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a SubsidiaryChange. All of the shares of issued and outstanding capital stock or other equity or ownership interests of each of the Subsidiaries Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessablenonassessable and are owned by the Company, are not subject todirectly or through subsidiaries, nor were they free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding capital stock or equity interest in any subsidiary was issued in violation of, of preemptive or similar rights of any preemptive rights, security holder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are ownedin full force and effect. Except as disclosed in the Registration Statement and the Prospectus, the Company does not own or control, directly or indirectly, by the Corporation free and clear of all Encumbrancesany corporation, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, association or other commitments, contingent or otherwise, relating entity other than the subsidiaries listed in Exhibit 21 to the capital stock of any SubsidiaryCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiaries2019.

Appears in 2 contracts

Samples: Open Market Sale Agreement (Calithera Biosciences, Inc.), Open Market Sale Agreement (Calithera Biosciences, Inc.)

Subsidiaries. Attached hereto as DL 3.6 Each Subsidiary of the Company is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries")corporation duly incorporated or an entity duly organized, and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation and in good standing under the laws of its jurisdiction of incorporation, with full corporate power incorporation or organization. Each Subsidiary of the Company (a) has all powers and authority and all governmental licenses, authorizations, consents and approvals required to conduct own, lease and operate its assets and to carry on its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries (b) is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, each jurisdiction where the character of the property owned owned, leased or leased operated by it or the nature of its activities makes such qualification or license necessary, except where the failure to have such power or authority, or the failure to be so qualified or licensed is would not reasonably likely be expected to have have, individually or in the aggregate, a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a wholeCompany. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does The Company is not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any material obligation or requirement to provide funds for to or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All The Company owns, directly or indirectly, each of the outstanding shares of capital stock (or other ownership interests having by their terms ordinary voting power to elect a majority of directors or others performing similar functions with respect to such Subsidiary) of each of the Company’s Subsidiaries. Each of the outstanding shares of capital stock of each of the Company’s Subsidiaries have been is duly authorized and authorized, validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, nonassessable and are is owned, directly or indirectly, by the Corporation Company free and clear of all EncumbrancesLiens. There are no outstanding subscriptions, options options, warrants, puts, calls, agreements, understandings, claims or claims whatsoever. No other commitments or rights of any type relating to the issuance, sale, purchase, repurchase or transfer of any securities of any of the Company’s Subsidiaries, nor are there outstanding any securities that are convertible into or exchangeable for any shares of capital stock of any of the Company’s Subsidiaries, and neither the Company nor any of its Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims has any obligation of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated kind to issue any shares additional securities of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Company’s Subsidiaries. Except for interests in the Subsidiaries, neither the Company nor any of its Subsidiaries has any ownership interest in any entity.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (Omnicare Inc)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries"), and except as set forth on DL 3.6, each of the Subsidiaries Each Restricted Subsidiary is duly incorporated and organized, validly existing as a corporation and, to the extent applicable, in good standing under the laws of its the jurisdiction of incorporationin which it is incorporated or organized, with as the case may be, has full corporate or limited liability company power to own its Property and authority to conduct its business as it is now conducted conducted, and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where each jurisdiction in which the character nature of the property owned or leased business conducted by it or the nature of its activities makes the Property owned or leased by it requires such qualification necessarylicensing or qualifying, except where the failure to be so licensed or qualified or licensed is could not reasonably likely be expected to have a Material Adverse Effect on Effect. Schedule 7.2 hereto identifies as of May 31, 2019 (i) each Subsidiary, the Corporation jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Company and its SubsidiariesSubsidiaries and, taken if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any description of each class of its Subsidiaries authorized capital stock and other equity interests and the number of shares of each class issued and outstanding, (ii) each direct Material Wholly-Owned Domestic Subsidiary and (iii) whether or not such Subsidiary is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a an Unrestricted Subsidiary. All of the outstanding shares of capital stock and other equity interests of each Restricted Subsidiary are validly issued and outstanding and, in the Subsidiaries have been duly authorized and validly issuedcase of capital stock, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, nonassessable and all such shares and other equity interests indicated on Schedule 7.2 as owned by the Company or any preemptive rights, and of its Restricted Subsidiaries are owned, directly or indirectlybeneficially and of record, by the Corporation Company or such Restricted Subsidiary free and clear of all Encumbrances, options or claims whatsoeverLiens. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there There are no outstanding commitments or authorized other obligations of any Restricted Subsidiary to issue, and no options, warrants, rights, subscriptions, claims warrants or other rights of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating Person to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe foracquire, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions any class of capital stock or other equity interests of any kind which prevent the payment of dividends by any of the SubsidiariesRestricted Subsidiary.

Appears in 2 contracts

Samples: Multicurrency Credit Agreement (Gallagher Arthur J & Co), Credit Agreement (Arthur J. Gallagher & Co.)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary (S)4(e) of the Corporation (the "Subsidiaries"), and except as set Disclosure Schedule sets forth on DL 3.6, for each ------------ Subsidiary of the Subsidiaries is duly incorporated Company (i) its name and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and authority to conduct outstanding shares of each class of its business as it is now conducted and to own capital stock, the properties and assets it now owns. Except as set forth in DL 3.6, each names of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation holders thereof, and is in good standing in every jurisdictionthe number of shares held by each such holder, both domestic and foreign, where (iv) the character number of the property owned or leased by it or the nature shares of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth capital stock held in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiarytreasury. All of the issued and outstanding shares of capital stock of each Subsidiary of the Subsidiaries Company have been duly authorized and are validly issued, are fully paid paid, and nonassessable. One of the Company and its Subsidiaries holds of record and owns beneficially all of the outstanding shares of each Subsidiary of the Company, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrancesany restrictions on transfer (other than restrictions under the Securities Act and state securities laws), options or claims whatsoevertaxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there There are no outstanding or authorized options, warrants, purchase rights, subscriptionssubscription rights, claims of any characterconversion rights, agreements, obligations, rights of redemption, convertible or exchangeable securitiesexchange rights, or other commitmentscontracts or commitments that could require any of the Company and its Subsidiaries to sell, contingent transfer, or otherwise, relating to the otherwise dispose of any capital stock of any Subsidiaryof its Subsidiaries or that could require any Subsidiary of the Company to issue, pursuant sell, or otherwise cause to which such become outstanding any of its own capital stock. There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Subsidiary is of the Company. There are no voting trusts, proxies, or may become obligated other agreements or understandings with respect to issue the voting of any shares of capital stock of such any Subsidiary of the Company. None of the Company and its Subsidiaries controls directly or indirectly or has any securities convertible intodirect or indirect equity participation in any corporation, exchangeable forpartnership, trust, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind other business association which prevent the payment of dividends by any is not a Subsidiary of the SubsidiariesCompany.

Appears in 2 contracts

Samples: Merger Agreement (Radio One Inc), Merger Agreement (Radio One Inc)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries"), and except as set forth on DL 3.6, each of the Subsidiaries Each Subsidiary is duly incorporated and organized, validly existing as a corporation and in good standing under the laws of the jurisdiction in which it is incorporated or organized, as the case may be, has full and adequate power to own its jurisdiction of incorporation, with full corporate power Property and authority to conduct carry on its business as it is now conducted conducted, and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where each jurisdiction in which the character nature of the property owned or leased business conducted by it or the nature of its activities makes the Property owned or leased by it requires such qualification necessary, except where licensing or qualifying unless and to the extent that the failure to be so licensed or qualified or licensed is to be in such good standing would not reasonably likely to have a Material Adverse Effect any material adverse effect on the Corporation financial condition, Properties, business or operations of the Borrower and its Subsidiaries, Subsidiaries taken as a wholewhole or in its ability to perform or the Agent's ability to enforce performance of the Borrower's obligations under the Loan Documents. All Subsidiaries are wholly ownedEach Subsidiary has full right, directly power and authority to execute and deliver each Loan Document delivered by it and to observe and perform each and all of the matters and things therein provided for, and the Loan Documents do not, nor will the performance or indirectlyobservance by any Subsidiary of any of the matters and things therein provided for, contravene any provision of law or any charter or by-law provision of any Subsidiary or any covenant, indenture or agreement of or affecting the Borrower or any Subsidiary or any of their respective Properties or require any governmental approval or consent. Schedule 6.2 hereto identifies each Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Corporation. Except for Borrower and the Subsidiaries or and, if such percentage is not 100% (excluding directors' qualifying shares as set forth in DL 3.6required by law), the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any a description of each class of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in authorized capital stock and other equity interests and the form number of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiaryshares of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of the Subsidiaries have been duly authorized each Subsidiary are validly issued and validly issued, are outstanding and fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, nonassessable and all such shares and other equity interests indicated on Schedule 6.2 as owned by the Borrower or a Subsidiary are owned, directly or indirectlybeneficially and of record, by the Corporation Borrower or such Subsidiary free and clear of all Encumbrances, options or claims whatsoeverLiens. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there There are no outstanding commitments or authorized other obligations of any Subsidiary to issue, and no options, warrants, rights, subscriptions, claims warrants or other rights of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating Person to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe foracquire, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions any class of capital stock or other equity interests of any kind which prevent the payment of dividends by any of the SubsidiariesSubsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Morton Industrial Group Inc), Credit Agreement (Morton Industrial Group Inc)

Subsidiaries. Attached hereto as DL 3.6 is (a) Section 2.3(a)(i) of the Li3 Disclosure Schedule sets forth a true true, complete and complete correct list of each subsidiary of the Corporation (the "Subsidiaries"), Li3 Subsidiaries and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation in good standing under the laws of its jurisdiction their respective jurisdictions of incorporation, with full corporate power and authority to conduct its business as it is now conducted and to own the properties and assets it now ownsformation or organization. Except as otherwise set forth in DL 3.6, each Section 2.3(a)(ii) of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdictionLi3 Disclosure Schedule, both domestic and foreign, where the character all of the property owned or leased by it or capital stock and other equity interests of the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Li3 Subsidiaries are wholly owned, directly or indirectly, by Li3 free and clear of any Encumbrance (other than any restriction under the CorporationSecurities Act of 1933, as amended (the “Securities Act”), or any state “blue sky” securities Laws) with respect thereto. Except for All of the outstanding shares of capital stock or other equity interests in each of the Li3 Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and non-assessable, and with respect to the Li3 Subsidiaries that are limited liability companies, are duly authorized, validly issued, fully paid and non-assessable and were issued free of preemptive rights and were not issued in material violation of any applicable foreign, federal or state securities Laws. There are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights, or (iii) subscriptions or other rights, agreements, arrangements, contracts or commitments of any character, relating to the issued or unissued capital equity of, or other equity interests in, any of the Li3 Subsidiaries or as set forth in DL 3.6obligating any of the Li3 Subsidiaries to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options, equity interest or securities convertible into or exchangeable for such securities, or obligating any of the Corporation does not ownLi3 Subsidiaries to grant, directly extend or indirectlyenter into any option, securities warrant, call, subscription or other ownership interests in any other entity and right, agreement, arrangement or commitment for such securities. There are no outstanding obligations of the Li3 Subsidiaries to repurchase, redeem (except as set forth in DL 3.6expressly contemplated by this Agreement) or otherwise acquire any capital stock of, neither the Corporation nor or other equity interests in, any of its the Company Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a SubsidiaryPerson. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, Neither Li3 nor were they issued in violation of, any preemptive rights, and are ownedLi3 Subsidiary owns, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or other equity or voting interests in (including any securities exercisable or exchangeable for or convertible into, exchangeable for, into capital stock or evidenced in the right to subscribe for, other equity or voting interests in) any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any other Person other than publicly traded securities constituting less than five percent (5%) of the Subsidiariesoutstanding equity of the issuing entity, other than capital stock or other equity interest of the Li3 Subsidiaries owned by Li3 or another Li3 Subsidiary.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Blue Wolf Mongolia Holdings Corp.), Agreement and Plan of Merger (Li3 Energy, Inc.)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary Section 3.7 of the Corporation Parent Disclosure Schedule sets forth for each Subsidiary of Parent, including the Merger Sub, (the "Subsidiaries"), i) its name and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; (ii) the number of authorized shares for each class of its capital stock; (iii) the number of issued and outstanding shares of each class of its capital stock, with full corporate power and authority to conduct its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each names of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation holders thereof, and is in good standing in every jurisdiction, both domestic the number of shares held by each such holder; and foreign, where (iv) the character number of the property owned or leased by it or the nature shares of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth capital stock held in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiarytreasury. All of the issued and outstanding shares of capital stock of the Subsidiaries each Subsidiary of Parent have been duly authorized and are validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rightspaid, and are ownednon-assessable. Parent and/or one or more of its Subsidiaries hold of record and own beneficially all of the outstanding shares of each Subsidiary of Parent, directly or indirectly, by the Corporation free and clear of all Encumbrancesany restrictions on transfer (other than restrictions under the Securities Act and state securities laws), options or claims whatsoevertaxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there There are no outstanding or authorized options, warrants, purchase rights, subscriptionssubscription rights, claims of any characterconversion rights, agreements, obligations, rights of redemption, convertible or exchangeable securitiesexchange rights, or other commitmentscontracts or commitments that could require Parent or any of its Subsidiaries to sell, contingent transfer, or otherwise, relating to the otherwise dispose of any capital stock of any Subsidiaryof its Subsidiaries or that could require any Subsidiary of Parent to issue, pursuant sell, or otherwise cause to which such become outstanding any of its own capital stock. There is no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Subsidiary is of Parent. There are no voting trusts, proxies, or may become obligated other agreements or understandings with respect to issue the voting of any shares of capital stock of such any Subsidiary of Parent. Neither Parent nor any of its Subsidiaries controls directly or indirectly or has any securities convertible intodirect or indirect equity participation in any corporation, exchangeable forpartnership, trust, or evidenced in the right to subscribe for, any shares other business association that is not a Subsidiary of such SubsidiaryParent. Except as for the Subsidiaries set forth in DL 3.6(ii)Section 3.7 of the Parent Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by neither Parent nor any of the Subsidiariesits Subsidiaries owns or has any right to acquire, directly or indirectly, any outstanding capital stock of, or other equity interests in, any Person.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rivulet Media, Inc.), Agreement and Plan of Merger (Bio-Matrix Scientific Group, Inc.)

Subsidiaries. Attached hereto Section 4(g) of the Disclosure Schedule sets forth for each Subsidiary of the Company (i) its name and jurisdiction of incorporation or formation, as DL 3.6 is a true and complete list applicable, (ii) the number of shares or units, as applicable, of authorized capital stock of each subsidiary class of its capital stock and (iii) the number of issued and outstanding shares or units, as applicable, of each class of its capital stock, the names of the Corporation holders thereof, and the number of shares or units, as applicable, held by each such holder. All of the issued and outstanding shares or units, as applicable, of capital stock of each Subsidiary of the Company have been duly authorized and are validly issued, fully paid, and nonassessable free and clear of all Liens (other restrictions under securities Laws, the "Subsidiaries"Company Stockholders’ Agreement, the Stock Plans and the related equity award agreements) and were not issued in violation of any preemptive right, subscription right, right of first refusal, purchase option or similar rights and were issued in compliance with the applicable Governing Documents and applicable Laws or exemptions therefrom. Except for the Subsidiaries set forth in Section 4(g) of the Disclosure Schedule, the Company or one of its Subsidiaries (A) holds of record and owns beneficially as of the date hereof of all of the outstanding capital stock and other equity interests of each Subsidiary of the Company free and clear of any preemptive rights, restrictions on transfer or Liens (other than Permitted Encumbrances and liens securing Funded Indebtedness), and except as set forth on DL 3.6, each (B) will hold of record and own beneficially at Closing all of the Subsidiaries is duly incorporated outstanding capital stock and validly existing as a corporation in good standing under other equity interests of each Subsidiary of the laws Company free and clear of its jurisdiction of incorporationany preemptive rights, with full corporate power and authority to conduct its business as it is now conducted and to own the properties and assets it now ownsrestrictions on transfer or Liens (other than Permitted Encumbrances). Except as for the Subsidiaries set forth in DL 3.6, each Section 4(g) of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdictionDisclosure Schedule, both domestic and foreign, where neither the character of the property owned or leased by it or the nature Company nor any of its activities makes such qualification necessary, except where the failure Subsidiaries owns or has any right to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly ownedacquire, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of outstanding capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe forequity interests in, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the SubsidiariesPerson.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Harsco Corp), Stock Purchase Agreement (Compass Group Diversified Holdings LLC)

Subsidiaries. Attached Schedule 3.1(b) hereto as DL 3.6 is a true and complete list of each subsidiary of corporation, partnership, joint venture or other business organization (the Corporation ("Subsidiary" or, with respect to all such organizations, the "Subsidiaries")) in which each Obligor or any Subsidiary owns, directly or indirectly, any capital stock or other equity interest, or with respect to which each Obligor or any Subsidiary, alone or in combination with others, is in a control position, which list shows the jurisdiction of incorporation or other organization and except as set forth on DL 3.6, the percentage of stock or other equity interest of each of the Subsidiaries Subsidiary owned by such Obligor. Each Subsidiary which is a corporation is duly incorporated and organized, validly existing as a corporation and in good standing under the laws of its the jurisdiction of incorporation, with full corporate power its incorporation and authority to conduct its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do transact business as a foreign corporation and is in good standing in every jurisdictionthe jurisdictions listed in Schedule 3.1(b), both domestic and foreign, which are the only jurisdictions where the character of the property properties owned or leased or the business transacted by it makes such licensing or qualification to do business as a foreign corporation necessary, and no other jurisdiction has demanded, requested or otherwise indicated that (or inquired whether) it is required so to qualify. Each Subsidiary which is not a corporation is duly organized and validly existing under the nature laws of the jurisdiction of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a wholeorganization. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of The outstanding capital stock of the Subsidiaries have been duly authorized and each Subsidiary which is a corporation is validly issued, are fully paid and nonassessable. Obligors and their Subsidiaries have good and valid title to the equity interests in the Subsidiaries shown as owned by each of them on Schedule 2.1(b), are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrancesliens, options claims, charges, restrictions, security interests, equities, proxies, pledges or claims whatsoever. No shares of capital stock encumbrances of any of kind. Except where otherwise indicated herein or unless the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe forcontext otherwise requires, any shares reference to Obligors herein shall include Obligors and all and each of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the their Subsidiaries.

Appears in 2 contracts

Samples: Loan Agreement (Sb Merger Corp), Loan Agreement (Dynagen Inc)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries"), and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to conduct its business as it is now conducted and to own the properties and assets it now The Company owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, all of the outstanding capital stock or other equity interests in each of its Subsidiaries free and clear of any claim, lien, encumbrance, security interest or agreement with respect thereto. The Company Disclosure Letter sets forth a complete list of the Company's Subsidiaries. Other than the capital stock or other interests held by the CorporationCompany in such Subsidiaries, neither the Company nor any such Subsidiary owns any direct or indirect equity interest in any person, domestic or foreign. Except for All of the outstanding shares of capital stock in each of its corporate Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and were issued free of preemptive rights and in compliance with applicable securities laws and regulations. All of the outstanding partnership interests in each of its partnership Subsidiaries are validly existing, nonassessable and were issued in compliance with applicable securities laws and regulations, and all capital contributions required with respect to such partnership interests have been made in full. There are no irrevocable proxies or as set forth in DL 3.6, the Corporation does not own, directly similar obligations with respect to such capital stock or indirectly, partnership interests of such Subsidiaries and no equity securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor of any of its Subsidiaries is subject are or may become required to be issued or purchased by reason of any obligation options, warrants, rights to subscribe to, puts, calls or requirement to provide funds for commitments of any character whatsoever relating to, or to make any investment (in the form of a loansecurities or rights convertible into or exchangeable for, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of any capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, or any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock other equity interest of any of the Subsidiaries are reserved for issuance such Subsidiary, and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligationscontracts, rights of redemption, convertible or exchangeable securities, or other commitments, contingent understandings or otherwise, relating to the capital stock of arrangements by which any Subsidiary, pursuant to which such Subsidiary is or may become obligated bound to issue any additional shares of its capital stock or other equity interests, or options, warrants or rights to purchase or acquire any additional shares of such Subsidiary its capital stock or any other equity interests or securities convertible into, into or exchangeable for, for such shares or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariesother equity interests.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Concord Assets Group Inc), Agreement and Plan of Merger (Milestone Properties Inc)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries"), and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to conduct its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6the Side Letter, each Restricted Subsidiary is duly organized, validly existing and in good standing (or their equivalents under applicable local law) under the laws of the Subsidiaries jurisdiction in which it is incorporated or organized, as the case may be, has full and adequate power to own its Property and conduct its business as now conducted, and is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where each jurisdiction in which the failure to be so qualified or licensed is not reasonably likely to in good standing would have a Material Adverse Effect on Effect. As of the Corporation date hereof, Schedule 5.2 hereto identifies each Restricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly capital stock or indirectly, other equity interests owned by the Corporation. Except for Company and the Restricted Subsidiaries or and, if such percentage is not 100% (excluding directors’ qualifying shares as set forth in DL 3.6required by law), the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any a description of each class of its Subsidiaries is subject to authorized capital stock and other equity interests and the number of shares of each class issued and outstanding and the Company will notify the Agent of any obligation or requirement to provide funds for or to make any investment (material changes in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiarysuch information. All of the outstanding shares of capital stock and other equity interests of the Subsidiaries have been duly authorized each such Subsidiary are validly issued and validly issued, are outstanding and fully paid and nonassessablenonassessable (except for the provisions of Section 630 of the Business Corporation Law of the State of New York, as to New York corporations) and as of the date hereof all such shares and other equity interests indicated on Schedule 5.2 as owned by the Company or a Restricted Subsidiary are not subject to, nor were they issued in violation of, any preemptive rights, and are as of the date hereof owned, directly or indirectlybeneficially and of record, by the Corporation Company or such Restricted Subsidiary free and clear of all Encumbrances, options or claims whatsoeverLiens not permitted hereby. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there There are no outstanding commitments or authorized other obligations of any Restricted Subsidiary to issue, and no options, warrants, rights, subscriptions, claims warrants or other rights of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating Person to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe foracquire, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions any class of capital stock or other equity interests of any kind which prevent the payment of dividends by any Restricted Subsidiary except in favor of the SubsidiariesCompany or a Restricted Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (EMCOR Group, Inc.), Credit Agreement (EMCOR Group, Inc.)

Subsidiaries. Attached hereto as DL 3.6 Section 3.4 of the Company Disclosure Letter sets forth for each Subsidiary of the Company, its name and jurisdiction of incorporation or organization and indicates whether such Subsidiary is a true and complete list of Significant Subsidiary, in each subsidiary case as of the Corporation date of this Agreement. For purposes of this Agreement, "Significant Subsidiary" shall mean significant subsidiary as defined in Rule 1-02 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the "SubsidiariesExchange Act"), and except as set forth on DL 3.6, each . Each of the Company's Subsidiaries is a corporation, limited liability company or partnership duly incorporated and organized, validly existing as a corporation and in good standing (where applicable) under the laws of its jurisdiction of incorporationincorporation or organization, with full has the corporate or partnership power and authority to conduct own, operate and lease its properties and to carry on its business as it is now conducted being conducted, except where the failure to be so organized, existing and in good standing or to own have such power and authority would not reasonably be expected to have, individually or in the properties aggregate, a Company Material Adverse Effect, and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing (where applicable) in every jurisdictioneach jurisdiction in which the ownership, both domestic and foreign, where the character operation or lease of the its property owned or leased by it or the nature conduct of its activities makes business requires such qualification necessaryqualification, except where the failure to be so qualified or licensed is to be in good standing would not reasonably likely be expected to have have, individually or in the aggregate, a Company Material Adverse Effect on the Corporation and its Subsidiaries, taken as a wholeEffect. All of the outstanding shares of capital stock of, or other ownership interests in, each of the Company's Subsidiaries are wholly is duly authorized, validly issued, fully paid and nonassessable, and is owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation Company free and clear of all Encumbrancesliens, options pledges, security interests, claims, preferential purchase rights or claims whatsoeverother rights, interests or encumbrances ("Liens"). No shares Other than joint ventures, operating agreements and similar arrangements typical in the Company's industry entered into in the ordinary course of capital stock of business, neither the Company nor any of the Company's Subsidiaries are reserved for issuance and there are no outstanding directly or authorized optionsindirectly owns any equity or similar interest in, warrants, rights, subscriptions, claims of or any character, agreements, obligations, rights of redemption, interest convertible into or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe exercisable for, any shares of such Subsidiary. Except other person that would reasonably be expected to be material to the Company and the Company's Subsidiaries taken as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariesa whole.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Consolidated Natural Gas Co/Va), Agreement and Plan of Merger (Louis Dreyfus Natural Gas Corp)

Subsidiaries. Attached hereto as DL 3.6 is The Company has furnished to the Investors or has Previously Disclosed a true true, correct and complete list of each subsidiary all of its subsidiaries (as the term “subsidiary” is defined for purposes of the Corporation (the "Subsidiaries"), and except Bank Holding Company Act) as set forth on DL 3.6, each of the Subsidiaries date of this Agreement (individually, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Each Company Subsidiary (including FirstBank) has been duly organized and is duly incorporated and validly existing as a corporation and, to the extent the concept is applicable, in good standing under the laws of its the jurisdiction in which it was formed. All the shares of incorporation, with full corporate power and authority to conduct its business as it is now conducted and to own the properties and assets it now owns. Except as set forth stock or other equity interests in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Company Subsidiaries, taken as a whole. All Subsidiaries are wholly whether directly or indirectly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issuedissued and, with regard to stock of corporations or other equity interests in limited liability entities, are fully paid and nonassessable, non-assessable and are not subject to, nor were they issued in violation of, to any preemptive rights, rights and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrancesany lien, options adverse right or claims whatsoeverclaim, charge, option, pledge, covenant, title defect, security interest or other encumbrance of any kind, with no personal liability attaching to the ownership thereof, except liens, adverse rights or claims, charges, options, pledges, covenants, title defects, security interests or encumbrances on the Company’s equity interests in Company Subsidiaries other than FirstBank that do not affect the Company’s control over those Company Subsidiaries and, in the aggregate, would not reasonably be expected to be materially adverse the Company and the Company Subsidiaries taken as a whole. No shares of capital stock of Neither the Company nor any of the Company Subsidiaries are reserved for issuance and there are no outstanding or authorized has issued any options, warrants, scrips, pre-emptive rights, subscriptionsrights to subscribe, claims of any charactergross-up rights, agreementscalls, obligations, rights of redemption, commitments or convertible or exchangeable securities, or is a party to any other commitmentsagreements, contingent which require, or otherwiseupon the passage of time, relating to the capital stock payment of money or the occurrence of any Subsidiaryother event may require, pursuant to which such the Company or any Company Subsidiary is or may become obligated to issue or transfer any shares of capital stock of such Subsidiary or any securities convertible intoother equity interests in a Company Subsidiary, exchangeable for, and there are no registration rights or evidenced in the right covenants or transfer or voting restrictions with respect to subscribe for, any shares of such Subsidiary. Except as set forth or other equity interests in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Company Subsidiaries.

Appears in 2 contracts

Samples: Investment Agreement (First Bancorp /Pr/), Investment Agreement (First Bancorp /Pr/)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary Each of the Corporation Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the "Subsidiaries")Securities Act) has been duly incorporated or organized, as the case may be, and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of its the jurisdiction of incorporation, with full corporate its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as it is now conducted described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except as could not reasonably be expected, individually or in the aggregate, to own the properties and assets it now ownsresult in a Material Adverse Change. Except as set forth in DL 3.6, each Each of the Subsidiaries Company’s subsidiaries is duly qualified or licensed to do business as a foreign corporation corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in every jurisdictioneach jurisdiction in which such qualification is required, both domestic and foreign, where the character whether by reason of the ownership or leasing of property owned or leased by it or the nature conduct of its activities makes such qualification necessarybusiness, except where the failure to so qualify or to be so qualified or licensed is in good standing would not reasonably likely be expected, individually or in the aggregate, to have result in a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a SubsidiaryChange. All of the shares of issued and outstanding capital stock or other equity or ownership interests of each of the Subsidiaries Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessablenonassessable and are owned by the Company, are directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except to the extent that such security interest, mortgage, pledge, lien, encumbrance or adverse claim could not subject toreasonably be expected, nor were they individually or in the aggregate, to result in a Material Adverse Change. None of the outstanding capital stock or equity interests in any subsidiary was issued in violation of, of preemptive or similar rights of any preemptive rights, security holder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are ownedin full force and effect. The Company does not own or control, directly or indirectly, by any corporation, association or other entity other than the Corporation free and clear of all Encumbrancessubsidiaries listed in Exhibit 21 to the Registration Statement. Since inception, options or claims whatsoever. No shares of capital stock of any C4T Securities Corporation, a wholly owned Massachusetts subsidiary of the Subsidiaries are reserved for issuance Company, has not conducted, and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe fordoes not currently conduct, any shares of such Subsidiary. Except operations, has not had and does not have any employees and has been and is engaged exclusively in buying, selling, dealing in and holding publicly-traded securities on its own behalf and not as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariesa broker.

Appears in 2 contracts

Samples: Underwriting Agreement (C4 Therapeutics, Inc.), Underwriting Agreement (C4 Therapeutics, Inc.)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries"), and except as set forth on DL 3.6, each Each of the Subsidiaries is a corporation or other legal entity duly incorporated formed and validly existing as a corporation in good standing under the laws of its the jurisdiction in which it was formed. Each of incorporation, with full corporate the Subsidiaries has the requisite power and authority capacity and is duly qualified and holds all necessary permits, licences and authorizations necessary to conduct carry on its business as it is now conducted conducted, and to own the own, lease or operate its properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such qualification necessaryassets, except where the failure to be so qualified or licensed is hold all necessary permits would not be reasonably likely expected to have a Material Adverse Effect on Effect. Except as would not be reasonably expected to have a Material Adverse Effect, no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing the Corporation and its dissolution or winding up of any of the Subsidiaries. Except as disclosed in the Public Disclosure Documents or in respect of the Partially Owned Subsidiaries, taken as a whole. All Subsidiaries are wholly ownedthe Company’s ownership of which is set forth at Schedule B hereto, the Company, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All owns all of the issued and outstanding shares of capital stock or interests of the Subsidiaries Subsidiaries, free and clear of all encumbrances, claims or demands whatsoever and all of such shares or interests have been duly authorized and are validly issued, issued and are outstanding as fully paid and nonassessablenon-assessable. Except as disclosed in the Public Disclosure Documents or in respect of Partially Owned Subsidiaries, are not subject tono person has any agreement, nor were they issued option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Company or any Subsidiary of any interest in violation ofany of the shares in the capital of a Subsidiary and such ownership is evidenced by definitive documentation in the possession of the Company or a Subsidiary and there exist no options, any preemptive warrants, purchase rights, and are ownedor other contracts or commitments that could require the Company to sell, directly transfer or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock otherwise dispose of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any issued securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the SubsidiariesSubsidiaries that it beneficially owns.

Appears in 2 contracts

Samples: Underwriting Agreement (Curaleaf Holdings, Inc.), Underwriting Agreement

Subsidiaries. Attached hereto as DL 3.6 Each of its Subsidiaries (i) is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries")duly organized bank, and except as set forth on DL 3.6corporation, each of the Subsidiaries is duly incorporated and limited liability company, partnership or statutory trust, validly existing as a corporation and in good standing under the applicable laws of its the jurisdiction of incorporationin which it is incorporated or organized, with (ii) has full corporate power and authority to conduct carry on its business as it is now conducted and to own own, lease and operate its assets, properties and business, and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such licensing or qualification necessary, except where the failure to be so licensed or qualified or licensed is not reasonably likely to have have, either individually or in the aggregate, a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a wholeEffect. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the The outstanding shares of capital stock or equity interests of the each of its Subsidiaries have been duly authorized are validly issued and validly issuedoutstanding, are fully paid and nonassessable, nonassessable and all such shares or equity interests are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, indirectly owned by the Corporation it free and clear of all Encumbrancesliens, options claims and encumbrances or claims whatsoeverpreemptive rights of any person. No shares of rights are authorized, issued or outstanding with respect to the capital stock or equity interests of any of the its Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible understandings or exchangeable securities, or other commitments, contingent or otherwise, commitments relating to the right to vote or to dispose of the capital stock or equity interests of any Subsidiaryof its Subsidiaries. There are no restrictions on the ability of any of its Subsidiaries to pay dividends or distributions except, pursuant in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to which all such Subsidiary regulated entities. The deposits of each of its Subsidiaries that is or may become obligated a commercial bank are insured by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to issue any shares of capital stock the maximum extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such Subsidiary insurance are pending or any securities convertible into, exchangeable for, or evidenced in threatened. A true and complete list of its direct and indirect Subsidiaries as of the right to subscribe for, any shares of such Subsidiary. Except as date hereof is set forth in DL 3.6(iiSection 3.3(b) of its Disclosure Letter that shows each Subsidiary’s jurisdiction of incorporation, each jurisdiction in which each Subsidiary is qualified and/or licensed to do business, its form of organization (corporate, partnership, joint venture), there are no restrictions and lists the owner(s) and percentage ownership (direct or indirect) of any kind which prevent the payment of dividends by any of the Subsidiarieseach Subsidiary.

Appears in 2 contracts

Samples: Affiliate Agreement (Xenith Bankshares, Inc.), Affiliate Agreement (Union Bankshares Corp)

Subsidiaries. Attached hereto as DL 3.6 is a true Except for the subsidiaries of each of the Company and complete list WW listed in Schedule 2.3 of the Stockholder Disclosure Letter (each subsidiary of the Corporation (Company, a "Metal Subsidiary" and each subsidiary of WW, a "WW Subsidiary" and together with Metal Subsidiaries, the "Subsidiaries"), each of which are wholly owned by the Company or WW, as the case may be, and except as set forth on DL 3.6Schedule 2.3 of the Stockholder Disclosure Letter, each of the Subsidiaries is duly incorporated Company and validly existing as a corporation in good standing under the laws WW does not have and has never had any subsidiaries and does not otherwise own and has never otherwise owned any shares of its jurisdiction of incorporationcapital stock or any interest in, with full corporate power and authority to conduct its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly ownedcontrol, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6any other corporation, the Corporation does not ownpartnership, directly or indirectlyassociation, securities joint venture or other ownership interests in any other entity and except as set business entity. Schedule 2.3 of the Stockholder Disclosure Letter sets forth in DL 3.6, neither the Corporation nor any capitalization of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a each Subsidiary. All The Company or WW, as the case may be, is the record and beneficial owner of all of the shares of outstanding capital stock of each Subsidiary. Schedule 2.3 of the Subsidiaries have been duly authorized Stockholder Disclosure Letter also sets forth the names of the directors and validly officers of each Subsidiary. Each of the Company and WW has provided Parent with true and correct copies of each Subsidiary's certificate of incorporation, bylaws or other applicable charter documents. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which either the Company, WW or any Subsidiary is a party or by which it is bound obligating any Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, are fully paid and nonassessabledelivered, are not subject tosold, nor were they issued in violation ofrepurchased or redeemed, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of the capital stock of any of Subsidiary or obligating any Subsidiary to grant, extend, accelerate the Subsidiaries are reserved for issuance and there vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized optionsstock appreciation, warrantsphantom stock, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securitiesprofit participation, or other commitmentssimilar rights with respect to any Subsidiary. Getko Canada has no interest in any asset, contingent property or otherwise, relating to the capital stock right of any Subsidiarytype or description, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible intoreal, exchangeable forpersonal, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariestangible and intangible.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Cendant Corp), Agreement and Plan of Reorganization (Cendant Corp)

Subsidiaries. Attached hereto as DL 3.6 is a true Section 2.3 of the Company Disclosure Schedule identifies the full legal name of the Company and complete list each of its Subsidiaries, the names of all holders of equity securities of each subsidiary such Subsidiary, and indicates each such legal entity’s jurisdiction of organization and each jurisdiction in which it is qualified to conduct business. All of the Corporation (issued and outstanding shares of capital stock or other equity securities of such Subsidiaries listed in such section are directly or indirectly owned by the "Subsidiaries"), and except as set forth on DL 3.6, each Company. Each of the Subsidiaries listed in such section is duly incorporated and organized, validly existing as a corporation and in good standing under the laws of its jurisdiction their respective jurisdictions of incorporation, with full corporate power formation and authority to conduct its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly are qualified or licensed to do business as a foreign corporation entities and is in good standing in every jurisdiction, both domestic and foreign, where each jurisdiction in which the character of the property owned properties owned, operated or leased by it it, or the nature of its activities business, makes such qualification or licensure necessary, except where the failure to be so qualified qualify would not, individually or licensed is not reasonably likely to in the aggregate, would have a Company Material Adverse Effect Effect. Each Subsidiary has all requisite corporate, company or similar power and authority necessary to own, lease and operate its properties and assets and to carry on the Corporation and its SubsidiariesBusiness. None of the Company’s Subsidiaries (i) has issued securities convertible into or exchangeable or exercisable for any equity securities of such Subsidiary, taken as a whole. All Subsidiaries are wholly owned(ii) has issued options, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities warrants or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject rights to purchase or subscribe to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock equity securities of such Subsidiary or securities that are convertible into or exchangeable or exercisable for any equity securities of such Subsidiary, (iii) is party to any Contract relating to the issuance, sale or transfer of (A) any equity securities of such Subsidiary, (B) any such securities convertible intointo or exchangeable or exercisable for any equity securities of such Subsidiary or (C) any such options, warrants or other rights to purchase or subscribe to any equity securities of such Subsidiary or securities that are convertible into or exchangeable foror exercisable for any equity securities of such Subsidiary and (iv) has not issued any equity equivalents, restricted stock units, phantom stock ownership interests, equity appreciation rights, profit participation rights or evidenced in the right similar rights with respect to subscribe for, any shares equity securities of such Subsidiary. Except The Company has made available to Buyer complete and accurate copies of each Subsidiary’s certificate of incorporation and bylaws or certificate of formation and operating agreement, as set forth applicable, as amended to date and presently in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiarieseffect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary Each of the Corporation Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the "Subsidiaries")Securities Act) has been duly incorporated or organized, as the case may be, and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of its the jurisdiction of incorporation, with full corporate its incorporation or organization (to the extent the concept of good standing is applicable in such jurisdiction) and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as it is now conducted described in the Registration Statement, the Time of Sale Prospectus and to own the properties and assets it now ownsProspectus. Except as set forth in DL 3.6, each Each of the Subsidiaries Company’s subsidiaries is duly qualified or licensed to do business as a foreign corporation corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in every each jurisdiction (to the extent the concept of good standing is applicable in such jurisdiction) in which such qualification is required, both domestic and foreign, where the character whether by reason of the ownership or leasing of property owned or leased by it or the nature conduct of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiarybusiness. All of the shares issued and outstanding share capital or other equity or ownership interests of capital stock each of the Subsidiaries Company’s subsidiaries have been duly authorized and validly issued, are fully paid (to the extent they have become due and nonassessable, are not subject to, nor were they issued payable) in violation of, any preemptive rights, accordance with its respective articles of association in effect as of the date hereof and nonassessable and are ownedowned by the Company, directly or indirectlythrough subsidiaries, by the Corporation free and clear of all Encumbrancesany security interest, options mortgage, pledge, lien, encumbrance or claims whatsoeveradverse claim. No shares None of the outstanding share capital stock or other equity interest in any subsidiary was issued in violation of preemptive or similar rights of any security holder of such subsidiary. The constitutive or organizational documents of each of the Subsidiaries subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are reserved for issuance in full force and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiarieseffect.

Appears in 2 contracts

Samples: Underwriting Agreement (I-Mab), Underwriting Agreement (I-Mab)

Subsidiaries. Attached (a) Schedule 4.4 hereto correctly sets forth the names, form of legal entity, percentage of shares of each class of capital stock issued and outstanding, percentage of shares owned by Borrower or a Restricted Subsidiary (specifying such owner) and jurisdictions of organization of all Restricted Subsidiaries and specifies which thereof, as DL 3.6 of the Closing Date, are Significant Subsidiaries. Except as described in Schedule 4.4, Borrower does not own any capital stock, equity interest or debt security which is convertible, or exchangeable, for capital stock or equity interests in any Person. Unless otherwise indicated in Schedule 4.4, as of the Closing Date all of the outstanding shares of capital stock, or all of the units of equity interest, as the case may be, of each Restricted Subsidiary are owned of record and beneficially by Borrower, there are no outstanding options, warrants or other rights to purchase capital stock of any such Subsidiary, and all such shares or equity interests so owned are duly authorized, validly issued, fully paid, non-assessable, and were issued in compliance with all applicable state and federal securities and other Laws, and are free and clear of all Liens and Rights of Others, except for Permitted Encumbrances and Permitted Rights of Others. (b) Each Restricted Subsidiary is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries")corporation or partnership duly formed, and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation and in good standing under the laws Laws of its jurisdiction of incorporationorganization, with full corporate is duly qualified to do business as a foreign organization and is in good standing as such in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties makes such qualification necessary (except where the failure to be so duly qualified and in good standing does not constitute a Material Adverse Effect), and has all requisite power and authority to conduct its business as it is now conducted and to own the properties and assets it now ownslease its Properties. Except as set forth (c) Each Restricted Subsidiary is in DL 3.6compliance with all Laws and other requirements applicable to its business and has obtained all authorizations, consents, approvals, orders, licenses, and permits from, and each such Subsidiary has accomplished all filings, registrations, and qualifications with, or obtained exemptions from any of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdictionforegoing from, both domestic and foreign, where any Governmental Agency that are necessary for the character of the property owned or leased by it or the nature transaction of its activities makes such qualification necessarybusiness, except where the failure to be so qualified in such compliance, obtain such authorizations, consents, approvals, orders, licenses, and permits, accomplish such filings, registrations, and qualifications, or licensed is obtain such exemptions, does not reasonably likely to have constitute a Material Adverse Effect on Effect. (d) As of the Corporation and its Subsidiaries, taken as a whole. All Closing Date Borrower has no Subsidiaries are wholly owned, (i) in which Borrower directly or indirectly, by indirectly owns at least 80% of the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities capital stock or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor (ii) with respect to which Borrower or any of its Restricted Subsidiaries is subject has entered any shareholders' agreement, management agreement or other agreement which has the effect of delegating management control over such Subsidiary to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity Person other than Borrower or a Restricted Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiaries.4.5

Appears in 2 contracts

Samples: Loan Agreement (Circus Circus Enterprises Inc), Loan Agreement (Circus Circus Enterprises Inc)

Subsidiaries. Attached hereto as DL 3.6 is a true A complete and complete accurate list of each subsidiary of the Corporation (the "Subsidiaries"), and except as set forth on DL 3.6, each all of the Subsidiaries of LSI, together with the jurisdiction of incorporation of each Subsidiary and the percentage of each Subsidiary’s outstanding capital stock owned by LSI or another Subsidiary or affiliate of LSI, is set forth in Section 4.2 of the LSI Disclosure Letter. LSI does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Person, excluding securities in any publicly traded company held for investment by LSI and comprising less than one percent of the outstanding stock of such company. Each Subsidiary of LSI is duly incorporated and organized, validly existing as a corporation and in good standing under the laws Legal Requirements of its jurisdiction of incorporation, with full organization (to the extent such concepts exist in such jurisdictions) and has all requisite corporate or other power and authority necessary to conduct own, lease and operate the properties it purports to own, lease or operate and to carry on its business as it is now conducted and presently being conducted, except to own the properties and assets it now ownsextent that the failure to be so organized or existing or in good standing or have such power or authority would not reasonably be expected to have, individually or in the aggregate, an LSI Material Adverse Effect. Except as set forth in DL 3.6, each Each Subsidiary of the Subsidiaries LSI is duly qualified or licensed to do business as a foreign corporation to do business, and is in good standing standing, in every jurisdiction, both domestic and foreign, each jurisdiction (to the extent such concepts exist in such jurisdictions) where the character or location of the property owned properties owned, leased or leased operated by it or the nature of its activities makes such qualification or licensing necessary, except where to the extent that the failure to be so qualified or licensed is and in good standing would not reasonably likely be expected to have a have, individually or in the aggregate, an LSI Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the SubsidiariesEffect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lsi Logic Corp), Agreement and Plan of Merger (Agere Systems Inc)

Subsidiaries. Attached hereto The Company has no “subsidiaries” (as DL 3.6 such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act) other than Anworth Properties, Inc., a true and complete list of each subsidiary of the Corporation (the "Subsidiaries")Maryland corporation, and except as set forth on DL 3.6Anworth Properties Services, Inc., a Delaware corporation (each of a “Subsidiary” and, collectively, the Subsidiaries is “Subsidiaries”). Each Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of jurisdiction, is duly qualified to do business and is in good standing in each jurisdiction, in which its jurisdiction ownership or lease of incorporationproperty or assets or the conduct of its business requires such qualification, with except where the failure to so qualify would not have a Material Adverse Effect, and has full corporate power and authority necessary to own, hold, lease and/or operate its assets and properties, to conduct its the business as in which it is now conducted engaged and to own as described in the properties Registration Statement and assets it now ownsthe Prospectus. Except as set forth in DL 3.6would not have a Material Adverse Effect, each of the Subsidiaries is duly qualified or licensed in compliance in all material respects with the laws, orders, rules, regulations and directives applicable to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where it. Other than the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiaryentity. All of the shares outstanding equity of capital stock each of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rightsnon-assessable, and are owned, directly or indirectly, wholly owned by the Corporation Company, free and clear of all Encumbrancesany security interest, options mortgage, pledge, lien, encumbrance, claim or claims whatsoeverother equity or adverse claims. The Company directly owns 100% of each subsidiary. No options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock of any of or ownership interests in the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiaryoutstanding. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any None of the Subsidiaries, individually or in the aggregate, own any assets individually or in the aggregate, that are material to the Company. None of the Subsidiaries, individually or in the aggregate, have incurred any liabilities, individually or in the aggregate that are material to the Company.

Appears in 2 contracts

Samples: Anworth Mortgage Asset Corp, Anworth Mortgage Asset Corp

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list (a) Schedule 4.5(a) sets forth the name of each subsidiary of the Corporation (the "Subsidiaries")Company Subsidiary, together with each Company Subsidiary’s record and except beneficial owner and authorized and issued outstanding capital stock or other equity securities, as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to conduct its business as it is now conducted and to own the properties and assets it now ownsapplicable. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6Schedule 4.5(a), the Corporation does Companies do not own, directly or indirectly, securities any capital stock or other ownership interests equity securities in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a SubsidiaryPerson. All of the issued and outstanding shares of (i) capital stock of the Company Subsidiaries that are corporations have been duly authorized for issuance, are validly issued, fully paid and non-assessable, and were issued in compliance with all applicable federal and state securities laws and (ii) equity securities of the Company Subsidiaries that are limited liability companies have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation ofcompliance with all applicable federal and state securities laws. All of the issued and outstanding shares of capital stock or equity securities, any preemptive rightsas applicable, and of each Company Subsidiary are owned, directly or indirectly, by the Corporation Companies, free and clear of all EncumbrancesLiens (other than Liens under the Credit Facilities that will be terminated at Closing in connection with the consummation of the transactions contemplated by this Agreement) and free of any other restriction (including any restriction on the right to vote, options sell or claims whatsoeverotherwise dispose of such equity or voting interest) that would prevent such Company Subsidiary from conducting its business in substantially the same manner such business is conducted on the date hereof. No shares of capital stock or other equity securities, as applicable, have been issued or transferred in violation of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligationscommitments or arrangements under applicable Law, rights the certificate of redemption, convertible incorporation or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock bylaws of any Subsidiary, pursuant Company Subsidiary or any contract to which such Company Subsidiary is a party or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind by which prevent the payment of dividends by any of the Subsidiariesit is bound.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Zayo Group Holdings, Inc.), Stock Purchase Agreement (Zayo Group LLC)

Subsidiaries. Attached hereto Contango owns, through wholly owned subsidiaries, the issued and outstanding capital stock, membership interests, partnership interests or other ownership interests (as DL 3.6 is a true and complete list applicable) of each subsidiary of the Corporation (entities listed on Schedule B hereto in the "Subsidiaries"), and except as percentages set forth on DL 3.6Schedule B hereto, each which constitute all direct or indirect subsidiaries of Contango. References herein to “Subsidiaries” refer to the Subsidiaries entities listed on Schedule B hereto. Each Subsidiary has been duly organized and is duly incorporated and validly existing as a corporation and in good standing under the laws of its the jurisdiction of incorporationits organization, with full corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now conducted and described in the SEC Reports, except where the failure to own the properties and assets it now ownsbe in good standing would not have a Material Adverse Effect. Except as set forth in DL 3.6, each of the Subsidiaries Each Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, each jurisdiction where the character ownership or leasing of the property owned or leased by it its properties and assets or the nature conduct of its activities makes business requires such qualification necessaryqualification, except where the failure to be so qualified and in good standing would not, individually or licensed is not reasonably likely to in the aggregate, have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the CorporationEffect. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (disclosed in the form of a loanSEC Reports, capital contribution or otherwise) to or in any entity other than a Subsidiary. All all of the outstanding shares of capital stock of, or other equity interests in, each of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessablenon-assessable, are have been issued in compliance with all applicable securities laws, were not subject to, nor were they issued in violation of any preemptive right, resale right, right of first refusal or similar right and are owned by Contango or applicable Subsidiary subject to no security interest, other encumbrance or adverse claims, except for such liens, encumbrances, equities or claims granted in connection with that certain Credit Agreement, dated as of September 17, 2019, among Contango, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and each of JPMorgan Chase Bank, N.A., Royal Bank of Canada and Cadence Bank, N.A., as joint bookrunners and the lenders from time to time party thereto, and as amended, restated or modified from time to time (collectively, the “Credit Agreement”), or as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. No options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock of, any preemptive rightsor equity interests in, and the Subsidiaries are ownedoutstanding. Contango owns, directly or indirectly, 37% of the outstanding limited liability company interests in Exaro Energy III LLC, a Delaware limited liability company, and 23.7% of the outstanding limited liability company interests in Alta Resources Investments LLC, a Delaware limited liability company. Such limited liability company interests are owned by the Corporation free and clear of all EncumbrancesContango subject to no security interest, options other encumbrance or adverse claims, except for such liens, encumbrances, equities or claims whatsoever. No shares of capital stock of any of granted in connection with the Subsidiaries are reserved for issuance and there are no outstanding Credit Agreement or authorized optionsas could not, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right aggregate, reasonably be expected to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiarieshave a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Contango Oil & Gas Co), Purchase Agreement (Contango Oil & Gas Co)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list Section 3(e) of the Disclosure Schedule sets forth (i) the authorized capital stock of each subsidiary direct and indirect Subsidiary of the Corporation Company and the number of issued and outstanding shares of each class of its capital stock (the "Subsidiaries"or other securities), and except as set forth on DL 3.6, each the names of the Subsidiaries is duly incorporated holders thereof, and validly existing as a corporation in good standing under the laws number of shares held by each such holder, (ii) the number of shares of its jurisdiction of incorporation, with full corporate power capital stock held in treasury and authority to conduct its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or (iii) the nature and amount of its activities makes any such qualification necessaryequity investment, except where the failure to be so qualified other interest or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a wholeadvance. All of such shares of capital stock of Subsidiaries are wholly owned, directly or indirectly, indirectly held by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6Company have been duly authorized, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity are validly issued and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiaryfully paid and nonassessable. All of the issued and outstanding shares (or other securities) of each Subsidiary were issued in compliance with all applicable federal and state securities Laws and any other applicable Laws. The Company directly, or indirectly through wholly owned Subsidiaries, holds of record and beneficially owns all such shares of capital stock of the direct or indirect Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances. Each Subsidiary is an Entity duly organized, options validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the Laws of its state or claims whatsoever. No shares jurisdiction of capital stock of any incorporation (as listed in Section 3(e) of the Subsidiaries are reserved for issuance Company Disclosure Schedule) and in all jurisdictions in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification. Each Subsidiary has the full and unrestricted power and authority to own, operate and lease its assets and to carry on the Business (and any other business) as currently conducted (and proposed to be conducted). Dalian Fushi has the full and unrestricted power and authority to own, operate and lease its assets and to carry on the Business (and any other business) as currently conducted. Other than as contemplated by the Restructuring Agreements, there are no outstanding or authorized options, warrants, purchase rights, subscriptionssubscription rights, claims conversion rights, exchange rights or other contracts or commitments that could require any Subsidiary to issue, sell or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to any characterSubsidiary. Other than as contemplated by the Restructuring Agreements, agreementsthere are no voting trusts, obligations, rights of redemption, convertible or exchangeable securitiesproxies, or other commitments, contingent agreements or otherwise, relating understandings with respect to the voting of the capital stock of any SubsidiarySubsidiary (including Dalian Fushi). Other than as contemplated by the Restructuring Agreement, pursuant to which such Subsidiary is neither the Company nor any of its Subsidiaries (including Dalian Fushi) control directly or may become obligated to issue indirectly or has any shares of capital stock of such Subsidiary direct or indirect equity participation in any securities convertible intocorporation, exchangeable forpartnership, trust, or evidenced in the right to subscribe for, any shares of such other business association which is not a Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiaries.

Appears in 2 contracts

Samples: Heller Stock Purchase Agreement (Parallel Technologies Inc), Stock Purchase Agreement (Parallel Technologies Inc)

Subsidiaries. Attached hereto as DL 3.6 Each of the Company’s Subsidiaries is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries")corporation duly organized, and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation and in good standing under the laws of its jurisdiction of incorporation, with full incorporation and has all requisite corporate power and authority to conduct own, lease and operate its properties and to carry on its business as it is now conducted and to own the properties and assets it now ownsbeing conducted. Except as set forth in DL 3.6, each Each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation to do business, and is in good standing standing, in every jurisdiction, both domestic and foreign, each jurisdiction where the character of the property its properties owned or leased by it or the nature of its activities makes such qualification necessary, which states or jurisdictions are listed on Section 4.7 of the Company Disclosure Schedule, except where the failure to be so qualified or licensed is in good standing would not reasonably likely to have a Material Adverse Effect on the Corporation Company. Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the “2006 10-K”), as filed with the SEC, lists the only Subsidiaries of the Company at December 31, 2006, and all Subsidiaries of the Company thereafter formed or acquired are listed in Section 4.7 of the Company Disclosure Schedule. All of the outstanding shares of capital stock of the Subsidiaries of the Company are validly issued, fully paid and nonassessable and are owned by the Company free and clear of all liens, claims, charges or encumbrances, and there are no irrevocable proxies with respect to such shares. Except as set forth in Section 4.7 of the Company Disclosure Schedule and except for the capital stock of its Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, joint venture, limited liability company or other entity which is material to the business of the Company and its Subsidiaries, taken as a whole. All Subsidiaries There are wholly owned, directly or indirectly, by no restrictions on the Corporation. Except for Company to vote the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the its Subsidiaries.

Appears in 2 contracts

Samples: Employment Agreement (National Holdings Corp), Employment Agreement (Vfinance Inc)

Subsidiaries. Attached hereto as DL 3.6 is The Company's only subsidiaries are Ares Capital CP Funding LLC, a true Delaware limited liability company, ARCC Xxxxxxxxx Corporation, a Delaware corporation, ARCC Xxxxxxxxx LLC, a Delaware limited liability company, ARCC CLO 2006, LLC, a Delaware limited liability company and complete list of each subsidiary of the Corporation Ares Capital FL Holdings LLC, a Delaware limited liability company [insert any others] (each, a "Subsidiary" and collectively, the "Subsidiaries"), and except as set forth on DL 3.6, each . Each of the Subsidiaries has been duly organized and is duly incorporated and validly existing as a corporation or limited liability company in good standing under the laws of its the jurisdiction of incorporationits organization, with full corporate has power and authority to own, lease and operate its properties and to conduct its business as it is now conducted described in the Prospectus and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation or limited liability company to transact business and is in good standing in every jurisdictioneach jurisdiction in which such qualification is required, both domestic and foreign, where the character whether by reason of the ownership or leasing of property owned or leased by it or the nature conduct of its activities makes such qualification necessarybusiness, except where the failure to be so qualified or licensed is to be in good standing would not reasonably likely be expected to have result in a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and Effect; except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (otherwise disclosed in the form of a loanRegistration Statement, capital contribution or otherwise) to or in any entity other than a Subsidiary. All all of the shares of issued and outstanding capital stock of the Subsidiaries have each such Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, non-assessable and are owned, is owned directly or indirectly, indirectly by the Corporation Company free and clear of all Encumbrancesany security interest, options mortgage, pledge, lien encumbrance, claim or claims whatsoever. No equity; none of the outstanding shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding was issued in violation of the preemptive or authorized options, warrants, rights, subscriptions, claims other similar rights of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares securityholder of such Subsidiary. Except (a) as set forth in DL 3.6(ii)the Registration Statement, there are no restrictions the General Disclosure Package and the Prospectus, (b) portfolio investments made after • and (c) the interest of ARCC CLO 2006 LLC in ARCC Commercial Loan Trust, a Delaware statutory trust, as trust beneficiary, the Company does not own, directly or indirectly, any shares of stock or any other equity or debt securities of any kind which prevent the payment of dividends by corporation or have any of the Subsidiariesequity or debt interest in any firm, partnership, joint venture, association or other entity.

Appears in 2 contracts

Samples: Purchase Agreement (Ares Capital Corp), Purchase Agreement (Ares Capital Corp)

Subsidiaries. Attached hereto as DL 3.6 Section 2.4 of the Disclosure Schedule sets forth for each Subsidiary (a) its name and jurisdiction of incorporation, (b) the number of shares of authorized capital stock of each class of its capital stock, (c) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof and the number of shares held by each such holder, (d) the number of shares of its capital stock held in treasury, and (e) its directors, managers and officers. Each Subsidiary is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries")corporation duly organized, and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation and in good standing under the laws of its the jurisdiction of its incorporation, with full . Each Subsidiary is duly qualified to conduct business and is in corporate and tax good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification. Each Subsidiary has all requisite corporate power and authority to conduct its business as carry on the businesses in which it is now conducted engaged and to own and use the properties owned and assets it now ownsused by it. Except as set forth in DL 3.6, each The Company has delivered to the Buyer correct and complete copies of the Subsidiaries is duly qualified or licensed charter and By-laws of each Subsidiary, as amended to do business as a foreign corporation and date. No Subsidiary is in good standing default under or in every jurisdiction, both domestic and foreign, where the character violation of the property owned or leased by it or the nature any provision of its activities makes such qualification necessary, except where the failure to be so qualified charter or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a SubsidiaryBy-laws. All of the issued and outstanding shares of capital stock of the Subsidiaries have been each Subsidiary are duly authorized and authorized, validly issued, are fully paid paid, nonassessable and nonassessable, are not subject to, nor were they issued in violation of, any free of preemptive rights, and . All shares of each Subsidiary that are owned, directly held of record or indirectly, owned beneficially by either the Corporation Company or any Subsidiary are held or owned free and clear of all Encumbrancesany restrictions on transfer (other than restrictions under the Securities Act and state or foreign securities laws), options or claims whatsoeverclaims, Security Interests, options, warrants, rights, contracts, calls, commitments, equities and demands. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there There are no outstanding or authorized options, warrants, rights, subscriptionsagreements or commitments to which the Company or any Subsidiary is a party or which are binding on any of them providing for the issuance, claims disposition or acquisition of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary. There are no outstanding stock appreciation, pursuant phantom stock or similar rights with respect to which such Subsidiary is any Subsidiary. There are no voting trusts, proxies or may become obligated other agreements or understandings with respect to issue the voting of any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any Section 2.4 of the SubsidiariesDisclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation in any corporation, partnership, trust or other business association which is not a Subsidiary.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Security Dynamics Technologies Inc /De/), Stock Purchase Agreement (Security Dynamics Technologies Inc /De/)

Subsidiaries. Attached hereto as DL 3.6 Each Subsidiary of the Company is a true and complete list of each subsidiary of the Corporation (the "Subsidiaries")corporation duly incorporated or an entity duly organized, and except as set forth on DL 3.6, each of the Subsidiaries is duly incorporated and validly existing as a corporation and in good standing under the laws of its jurisdiction of incorporationincorporation or organization, with full corporate power has all powers and authority and all governmental licenses, authorizations, consents and approvals required to conduct own, lease and operate its assets and to carry on its business as it is now conducted and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, each jurisdiction where the character of the property owned owned, leased or leased operated by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is in each case with exceptions that would not reasonably likely be expected to have have, individually or in the aggregate, a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the CorporationCompany. Except for the Subsidiaries or as set forth in DL 3.6the Company SEC Documents filed prior to the date hereof, the Corporation does Company is not own, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any material obligation or requirement to provide funds for to or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company owns, directly or indirectly, each of the outstanding shares of capital stock (or other ownership interests having by their terms ordinary voting power to elect a majority of directors or others performing similar functions with respect to such Subsidiary) of each of the Company's Subsidiaries. Except as set forth in the Company SEC Documents filed prior to the date hereof, each of the outstanding shares of capital stock of each of the Company's Subsidiaries have been is duly authorized and authorized, validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are is owned, directly or indirectly, by the Corporation Company free and clear of all Encumbrancesmaterial liens, options pledges, security interests, claims or other encumbrances. Other than as set forth in the Company SEC Documents filed prior to the date hereof, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims whatsoever. No or other commitments or rights of any type relating to the issuance, sale, purchase, repurchase or transfer of any securities of any of the Company's Subsidiaries, nor are there outstanding any securities that are convertible into or exchangeable for any shares of capital stock of any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims has any obligation of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated kind to issue any shares additional securities of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (Omnicare Inc)

Subsidiaries. Attached hereto as DL 3.6 is The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries (collectively, the “Subsidiaries” and each a true “Subsidiary”) and complete list of each subsidiary of the Corporation variable interest entity (the "Subsidiaries"), “VIE”) listed on Exhibit 21.1 to the Registration Statement. The Subsidiaries and except as set forth on DL 3.6, the VIE are herein collectively called the “Group Entities” and each of the Subsidiaries them is herein called a “Group Entity.” Each Group Entity has been duly incorporated organized and is validly existing as a corporation in good standing under the laws of its the jurisdiction of its incorporation, with full has corporate power and authority to own, lease and operate its properties and to conduct its business as it is now conducted described in the Registration Statement, the Disclosure Package and to own the properties Prospectus and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation to transact business and is in good standing in every jurisdictioneach jurisdiction in which such qualification is required, both domestic and foreign, where the character whether by reason of the ownership or leasing of property owned or leased by it or the nature conduct of its activities makes such qualification necessarybusiness, except where the failure so to qualify or to be so qualified or licensed is in good standing would not reasonably likely to have result in a Material Adverse Effect on Change (as hereinafter defined); except as otherwise disclosed in the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6Registration Statement, the Corporation does not ownDisclosure Package and the Prospectus, directly or indirectly, securities or other ownership interests in any other entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All all of the shares of issued and outstanding capital stock of the Subsidiaries have each Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, non-assessable and are ownedis owned by the Company, directly or indirectlythrough the Subsidiaries, by the Corporation free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all Encumbrancesof the issued and outstanding capital stock of each VIE has been duly authorized and validly issued, options is fully paid and non-assessable and is owned by Xxxxx Xxxxxx and Xxxx Fensheng directly or claims whatsoever. No through the VIEs, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Group Entity was issued in violation of the Subsidiaries are reserved for issuance and there are no outstanding preemptive or authorized options, warrants, rights, subscriptions, claims similar rights of any charactersecurityholder of such Group Entity. The constitutive documents of each of the Group Entities comply with the requirements of applicable law in their respective jurisdictions of incorporation and are in full force and effect. Unless otherwise set forth, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating all references in this Section 7 to the capital stock of any Subsidiary, pursuant “Company” shall include references to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any all of the SubsidiariesCompany’s Subsidiaries and VIEs.

Appears in 2 contracts

Samples: Placement Agency Agreement (Moxian, Inc.), Placement Agency Agreement (Moxian, Inc.)

Subsidiaries. Attached hereto Except as DL 3.6 is a true and complete list disclosed by the Company in its most recent Annual Report on Form 10-K as required by Item 601 of each subsidiary of the Corporation (the "Subsidiaries")Regulation S-K, and except as set forth on DL 3.6in Section 4.02 of the Company Disclosure Statement, the Company does not have the power, directly or indirectly, to vote or direct the voting of, securities sufficient to elect the majority of the directors of any corporation (a "Subsidiary") and does not control, directly or indirectly, or have any direct or indirect controlling equity interest, or any commitment to acquire any such direct or indirect controlling equity interest, in any corporation, partnership, joint venture, association, trust, or other business organization. Except as set forth in Section 4.02 of the Company Disclosure Schedule, each of the Subsidiaries Subsidiary is a corporation duly incorporated organized and validly existing as a corporation in good standing under the laws of its the jurisdiction of its incorporation, with full . Each Subsidiary has the requisite corporate power and authority to conduct own, operate or lease its properties and to carry on its business as it is now conducted being conducted, and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation business, and is in good standing standing, in every jurisdictioneach jurisdiction in which the nature of its business or the properties owned, both domestic and foreign, where the character of the property owned operated or leased by it or the nature of its activities makes such qualification qualification, licensing or good standing necessary, except where the failure failures to have such power or authority, or the failures to be so qualified qualified, licensed or licensed is in good standing, individually, and in the aggregate, would not reasonably likely to have a Material Adverse Effect on the Corporation Company. The Company has delivered or made available to the Purchaser correct and its Subsidiariescomplete copies of the charter of each Subsidiary, taken as a wholeamended to date, and prior to Closing will deliver or make available to the Purchaser correct and complete copies of the bylaws of each Subsidiary, as amended to date. All Subsidiaries are wholly owned, directly No Subsidiary is in default under or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other ownership interests in violation of any other entity and except as set forth in DL 3.6, neither the Corporation nor any provision of its Subsidiaries is subject to any obligation charter or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiaryby-laws. All of the issued and outstanding shares of capital stock of the Subsidiaries have been each Subsidiary are duly authorized and authorized, validly issued, are fully paid paid, nonassessable (except as otherwise provided in Section 108.0622(2)(b) of the WBC) and nonassessable, are not subject to, nor were they issued in violation of, any free of preemptive rights. Except as disclosed in Section 4.02 of the Company Disclosure Statement, and all shares of each Subsidiary that are owned, directly held of record or indirectly, owned beneficially by either the Corporation Company or any Subsidiary or any nominee are held or owned free and clear of all Encumbrancesany restrictions on transfer (other than restrictions under the Securities Act, options state securities laws or claims whatsoeverforeign securities laws), written claims, Security Interests (as hereinafter defined), options, warrants, rights, contracts and calls. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there There are no outstanding or authorized options, warrants, rights, subscriptionsagreements or commitments to which the Company or any Subsidiary is a party or which are binding on any of them providing for the issuance, claims disposition or acquisition of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there There are no restrictions of outstanding stock appreciation, phantom stock or similar rights with respect to any kind which prevent the payment of dividends by any of the SubsidiariesSubsidiary.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Effective Management Systems Inc), Agreement and Plan of Merger (Ifs Ab)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list of each subsidiary The Company holds 100% of the Corporation (the "Subsidiaries"), issued and except as set forth on DL 3.6, outstanding stock of each of the Subsidiaries other Borrowers. Each Subsidiary of the Borrowers is duly incorporated and organized, validly existing as a corporation and in good standing under the laws of the jurisdiction in which it is organized has full and adequate power to own its jurisdiction of incorporation, with full corporate power Property and authority to conduct its business as it is now conducted conducted, and to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where each jurisdiction in which the character nature of the property owned or leased business conducted by it or the nature of its activities makes the Property owned or leased by it requires such qualification necessarylicensing or qualifying, except where the failure to be do so qualified or licensed is would not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a wholeEffect. All Subsidiaries are wholly owned, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6Schedule 6.2 hereto identifies each Subsidiary, the Corporation does not ownjurisdiction of its incorporation or organization, directly or indirectlyas the case may be, securities the percentage of issued and outstanding shares of each class of its capital stock or other ownership equity interests in owned by any Borrower and the other entity and except Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as set forth in DL 3.6required by law), neither the Corporation nor any a description of each class of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in authorized capital stock and other equity interests and the form number of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiaryshares of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of the Subsidiaries have been duly authorized each Subsidiary are validly issued and validly issued, are outstanding and fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, nonassessable and all such shares and other equity interests indicated on Schedule 6.2 as owned by a Borrower or another Subsidiary are owned, directly or indirectlybeneficially and of record, by such Borrower or such Subsidiary, as the Corporation case may be, free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any Liens other than the Liens granted in favor of the Subsidiaries are reserved for issuance and there Administrative Agent pursuant to the Collateral Documents. There are no outstanding commitments or authorized other obligations of any Subsidiary to issue, and no options, warrants, rights, subscriptions, claims warrants or other rights of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating Person to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe foracquire, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions any class of capital stock or other equity interests of any kind which prevent the payment of dividends by any of the SubsidiariesSubsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Rc2 Corp), Credit Agreement (Rc2 Corp)

Subsidiaries. Attached hereto as DL 3.6 is a true and complete list Schedule 4.9 sets forth the name of each subsidiary Subsidiary of the Corporation OPH and Fintech, and with respect to each Subsidiary, its jurisdiction of organization, its authorized shares or other equity interests (the "Subsidiaries"if applicable), and except as set forth on DL 3.6, each the number of issued and outstanding shares or other equity interests and the Subsidiaries is duly incorporated record holders and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to conduct its business as it is now conducted and to own the properties and assets it now ownsbeneficial owners thereof. Except as set forth on Schedule 4.9 as the case may be, (i) all of the outstanding equity securities of each Subsidiary are duly authorized and validly issued, fully paid and non-assessable (if applicable), were offered, sold and delivered in DL 3.6material compliance with all applicable securities Laws, each and are owned by OPH, Fintech or one of their Subsidiaries free and clear of all Liens (other than those, if any, imposed by such Subsidiary’s Organizational Documents); (ii) there are no Contracts to which OPH, Fintech or any of their Affiliates is a party or bound with respect to the voting (including voting trusts or proxies) of the shares or other equity interests of any Subsidiary other than the Organizational Documents of any such Subsidiary; (iii) there are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Subsidiary is a party or which are binding upon any Subsidiary providing for the issuance or redemption of any shares or other equity interests in or of any Subsidiary; (iv) there are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Subsidiary; (v) no Subsidiary of OPH or Fintech has any limitation on its ability to make any distributions or dividends to its equity holders, whether by Contract, Order or applicable Law; (vi) except for the equity interests of the Subsidiaries is duly qualified listed on Schedule 4.9, neither OPH nor Fintech owns or licensed has any rights to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly ownedacquire, directly or indirectly, by the Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities any shares or other ownership equity interests of, or otherwise Control, any Person; (vii) none of the Group Parties is a participant in any other entity joint venture, partnership or similar arrangement, and except as set forth in DL 3.6, neither (viii) there are no outstanding Contracts to which members of the Corporation nor any of its Subsidiaries is subject to any obligation or requirement Group Parties are party requiring such Person to provide funds for to, or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation ofin, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the SubsidiariesPerson.

Appears in 2 contracts

Samples: Business Combination Agreement (AGBA Group Holding Ltd.), Business Combination Agreement (AGBA Acquisition LTD)

Subsidiaries. Attached hereto The Company does not own or control, directly or indirectly, any significant subsidiary (as DL 3.6 such term is a true defined in Rule 1-02(w) of Regulation S-X under the Securities Act) other than the subsidiaries and complete list of each subsidiary variable interest entities of the Corporation (the "Subsidiaries"), and except as Company set forth on DL 3.6in the Registration Statement, each the Pricing Disclosure Package and the Prospectus. None of the Subsidiaries subsidiaries and variable interest entities that are not disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus is significant to the Company’s business as a whole. Each subsidiary and variable interest entity of the Company has been duly incorporated and is validly existing as a corporation and in good standing under the laws of its the jurisdiction of its incorporation, with full has the corporate power and authority to own its properties and conduct its business as it is now conducted described in the Registration Statement, the Pricing Disclosure Package and to own the properties and assets it now owns. Except as set forth in DL 3.6, each Prospectus; all of the Subsidiaries constitutive documents of each subsidiary and variable interest entity of the Company comply with the requirements of applicable laws of jurisdictions of its incorporation or organization and are in full force and effect; and each subsidiary and variable interest entity of the Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction, both domestic and foreign, where the character all other jurisdictions in which its ownership or lease of the property owned or leased by it or the nature conduct of its activities makes business requires such qualification necessaryqualification, except where to the extent that the failure to be so qualified or licensed is be in good standing would not reasonably likely to have a Material Adverse Effect on Effect; all of the Corporation issued and its Subsidiariesoutstanding share capital or equity interests, taken as a whole. All Subsidiaries the case may be, of each subsidiary and variable interest entity of the Company has been duly authorized and validly issued and is fully paid and nonassessable; the share capital or equity interests, as the case may be, of each direct or indirect subsidiary of the Company are wholly ownedowned free from liens, directly or indirectlyencumbrances, defects and claims; and the equity interests of each variable interest entity are owned by the Corporation. Except for the Subsidiaries or individuals as set forth in DL 3.6the Registration Statement, the Corporation does not ownPricing Disclosure Package and the Prospectus, directly or indirectlyand are, securities or other ownership interests in any other entity and except as set forth in DL 3.6the Registration Statement, neither the Corporation nor Pricing Disclosure Package and the Prospectus, free from liens, encumbrances, defects and claims. As used in this Agreement, “subsidiary” has the meaning set forth in Rule 405 under the Securities Act and, unless otherwise indicated or the context otherwise requires, it shall include, with respect to the Company, any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiariesvariable interest entities.

Appears in 2 contracts

Samples: Underwriting Agreement (Ambow Education Holding Ltd.), Underwriting Agreement (Ambow Education Holding Ltd.)

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