Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the Company. (b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
Appears in 4 contracts
Sources: Agreement and Plan of Merger (Victor Technologies Group, Inc.), Merger Agreement (Colfax CORP), Merger Agreement (Razor Holdco Inc.)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity (including, without limitation, Holdings LLC) has been duly incorporated or organized, organized and is validly existing and in good standing under the laws of its the jurisdiction of its incorporation or organization organization, with power and has all authority (corporate or other organizational powers, as applicable, required other) to own, lease and operate all of own its properties and assets and to carry on conduct its business as conducted as of described in the date hereof. Each such Registration Statement, the General Disclosure Package and the Prospectus; and each Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is organization in good standing in each jurisdiction where all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification is necessaryqualification, except for those jurisdictions where the failure to be so qualified has not had and would not reasonably be expected to havenot, individually or in the aggregate, result in a Material Adverse Effect on Effect; all of the Company. Section 4.06(aissued and outstanding capital stock, partnership interests or membership interests of each Subsidiary, including the outstanding LTIP Units of the Operating Partnership, has been duly authorized and validly issued and is fully paid and nonassessable (except with respect to future contributions as provided in the operating agreement or limited partnership agreement (or similar organizational document) of the Company Disclosure Schedule lists applicable Subsidiary made subsequent to the name date hereof); and jurisdiction of organization the capital stock, membership interest, limited partnership interest or other equity interest of each Subsidiary of held by the Company.
(b) All of the outstanding capital stock ofTransaction Entities or a Subsidiary, or other voting securities or ownership interests in, each Subsidiary of the Companyas applicable, is owned by the Company or other Subsidiary of the Company, if applicableheld as set forth on Schedule E hereto. The Transaction Entities, directly or indirectlyindirectly through their respective Subsidiaries, hold good and marketable title to their equity interests in their respective Subsidiaries, in each case free and clear of any Lien lien, encumbrance or security interest, except as described in the Registration Statement, the General Disclosure Package and free of any other limitation or restriction (including any restriction the Prospectus, subject only to restrictions on transfer imposed under applicable U.S. federal and state securities laws and the right to votelimited liability company agreement, sell or otherwise dispose of such capital stock limited partnership agreement or other voting securities organizational document of each Subsidiary; and have not conveyed, transferred, assigned, pledged or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or hypothecated any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership their respective equity interests in their Subsidiaries, in whole or in part, or granted any Subsidiary of the Company, (ii) warrants, callsrights, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale or first offer to purchase any of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company such interests or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securitiesportion thereof.
Appears in 4 contracts
Sources: Underwriting Agreement (Bluerock Residential Growth REIT, Inc.), Underwriting Agreement (Bluerock Residential Growth REIT, Inc.), Underwriting Agreement (Bluerock Residential Growth REIT, Inc.)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity has been duly incorporated or organized, is validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization and organization, has all corporate or other organizational powerspowers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not reasonably be expected to have, individually or in the date hereofaggregate, a Material Adverse Effect on the Company. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a) All material Subsidiaries of the Company Disclosure Schedule lists the name and jurisdiction their respective jurisdictions of organization of each Subsidiary of are identified in the Company.Company 10-K.
(b) All of the outstanding capital stock of, of or other voting securities of, or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into into, or exchangeable for for, shares of capital stock or other voting securities of of, or ownership interests in in, any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of of, or ownership interests in, or any securities convertible into into, or exchangeable for for, any capital stock or other voting securities of of, or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of of, or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Except for the capital stock or other voting securities of or ownership interests in its Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other voting securities of or ownership interests in any Person.
Appears in 4 contracts
Sources: Merger Agreement (Rennes Fondation), Merger Agreement (Goldman Sachs Group Inc), Merger Agreement (Ebix Inc)
Subsidiaries. (a) Each (i) Company Disclosure Schedule 3.04(a) sets forth a complete and accurate list of all of Company’s Subsidiaries, including the jurisdiction of organization of each Subsidiary, (ii) Company owns, directly or indirectly, all of the issued and outstanding equity securities of each Subsidiary, (iii) no equity securities of any of Company’s Subsidiaries are or may become required to be issued (other than to Company) by reason of any contractual right, preemptive right, or otherwise, (iv) there are no contracts, commitments, understandings, or arrangements by which any of such Subsidiaries is or may be bound to sell or otherwise transfer any of its equity securities (other than to Company or a wholly-owned Subsidiary of Company), (v) there are no contracts, commitments, understandings, or arrangements relating to Company’s rights to vote or to dispose of the securities of any Subsidiary and (vi) all of the equity securities of each Subsidiary held by Company, directly or indirectly, are validly issued, fully paid and nonassessable, are not subject to preemptive or similar rights and are owned by Company free and clear of all Liens.
(b) Except as set forth in Company Disclosure Schedule 3.04(b), Company does not own (other than in a bona fide fiduciary capacity or in satisfaction of a debt previously contracted) beneficially, directly or indirectly, any equity securities or similar interests of any Person, or any interest in a partnership or joint venture of any kind.
(c) Each of Company’s Subsidiaries has been duly organized and qualified and is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction of incorporation or organization and has all corporate or other organizational powersand, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction the jurisdictions where such qualification is necessaryits ownership or leasing of property or the conduct of its business requires it to be so qualified, except for those jurisdictions where failure to be so qualified has not had and or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect Effect. A complete and accurate list of all such jurisdictions, as applicable, is set forth on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the Company3.04(c).
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
Appears in 4 contracts
Sources: Merger Agreement (Eastern Bankshares, Inc.), Merger Agreement (HarborOne Bancorp, Inc.), Merger Agreement (Eastern Bankshares, Inc.)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing Except in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and case as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(aParent, (i) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of Parent has been duly organized, is validly existing and (where applicable) in good standing under the Company.laws of its jurisdiction of organization, has all organizational powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted and (ii) each such Subsidiary is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where such qualification is necessary. All material Subsidiaries of Parent and their respective jurisdictions of organization are identified in the Parent 10-K.
(b) All of the outstanding capital stock of, or other voting securities of, or ownership interests in, each Subsidiary of the CompanyParent, is owned by the Company or other Subsidiary of the Company, if applicableParent, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There Other than as owned by Parent or any wholly owned Subsidiary of Parent, there are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the CompanyParent, (ii) warrants, calls, options or other rights to acquire from the Company Parent or any of its Subsidiaries, or other obligations obligation of the Company Parent or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company Parent or (iii) restricted shares, stock appreciation rights, performance shares, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company Parent (the items in clauses (i) through (iii) being referred to collectively as the “Company Parent Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Parent Subsidiary Securities.
Appears in 4 contracts
Sources: Agreement and Plan of Merger (Pepsiamericas Inc/Il/), Merger Agreement (Pepsi Bottling Group Inc), Merger Agreement (Pepsico Inc)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organized, an entity duly organized and is validly existing and in good standing under the laws Laws of its jurisdiction of incorporation or organization and organization, has all corporate or other organizational powers, as applicable, required power and authority to own, lease and operate all of its properties and assets and to carry on its business as now conducted as of the date hereof. Each such Subsidiary of the Company and is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where the character of the property owned, leased or operated by it or the nature of its activities makes such qualification is or licensing necessary, except for those jurisdictions where the failure to be so qualified has not had and or licensed would not be reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect on Effect. The Company has made available to Parent complete and correct copies of the Company. Section 4.06(acertificate of incorporation and by-laws (or similar organizational documents) of the Company Disclosure Schedule lists the name each Subsidiary, and jurisdiction of organization of each Subsidiary of the Companyall amendments thereto, as currently in effect.
(b) All of the outstanding shares of capital stock of, or other voting securities or ownership interests in, each Subsidiary of the CompanyCompany have been duly authorized, is owned by validly issued and are fully paid and nonassessable and free of preemptive or similar rights. All of the Company outstanding capital stock or securities of, or other Subsidiary ownership interests in, each of the Subsidiaries of the Company, if applicableis owned, directly or indirectly, by the Company, and is owned free and clear of any Lien and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell sell, transfer or otherwise dispose of such capital the stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) shares of capital stock, debt securities or voting securities or other ownership interests of any Subsidiary of the Company, (ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock stock, debt securities or other voting securities of or ownership interests in any Subsidiary of the Company, (iiiii) warrantssubscriptions, calls, Contracts, commitments, understandings, restrictions, arrangements, rights, warrants, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock stock, debt securities, voting securities or other voting securities of or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other stock, voting securities, debt securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative ofCompany, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchaseto grant, redemption, acquisition extend or disposition of, enter into any such agreement or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, commitment or (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities or other ownership interests of any Subsidiary of the Company, or to vote or to dispose of any shares of the capital stock or other ownership interests of any Subsidiary of the Company.
(c) Section 4.3(c) of the Company Disclosure Schedule lists (i) each Subsidiary Securitiesof the Company, (ii) its jurisdiction of incorporation or organization and (iii) the location of its principal executive office. Except for the capital stock of its Subsidiaries and as set forth on Section 4.3(c) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any entity.
Appears in 3 contracts
Sources: Merger Agreement, Agreement and Plan of Merger (Pixar \Ca\), Merger Agreement (Walt Disney Co/)
Subsidiaries. (a) Each Comcast Subsidiary of the Company is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate corporate, partnership or other organizational powers, as applicable, similar powers required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of currently conducted, other than such exceptions as, individually or in the date hereofaggregate, have not had and would not reasonably be expected to have a Comcast Material Adverse Effect. Each such Comcast Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, foreign legal entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has other than such exceptions as, individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, have a Comcast Material Adverse Effect on the CompanyEffect. Section 4.06(a5.06(a) of the Company Comcast Disclosure Schedule lists the name sets forth a list of all Comcast Significant Subsidiaries and jurisdiction their respective jurisdictions of organization of each Subsidiary of the Companyorganization.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Comcast Significant Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicableComcast, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company Comcast or any of its Subsidiaries Comcast Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Comcast Significant Subsidiary of the Company, or (ii) warrants, calls, options or other rights to acquire from the Company Comcast or any of its SubsidiariesComcast Subsidiary, or other obligations of the Company Comcast or any of its Subsidiaries Comcast Subsidiary to issue, any capital stock stock, or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”)Comcast Significant Subsidiary. There are no outstanding obligations of the Company Comcast or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Comcast Significant Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securitiesitems referred to in clauses (i) and (ii) above.
Appears in 3 contracts
Sources: Merger Agreement (At&t Corp), Merger Agreement (Comcast Corp), Merger Agreement (Comcast Corp)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite corporate or other organizational powers, as applicable, required power and authority to own, lease own and operate all of use its properties and assets and to carry on its business as now being conducted as of except, in each case, where the date hereoffailure to be so incorporated, existing or in good standing does not have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified or licensed to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification is or license necessary, except for those jurisdictions where failure to be so qualified has does not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect Effect. All Subsidiaries of the Company and their respective jurisdictions of incorporation are identified on Section 4.06(a) of the CompanyCompany Disclosure Schedule. Section 4.06(a) of the Company Disclosure Schedule lists also correctly sets forth the name and jurisdiction of organization of each Subsidiary of the Company, the jurisdiction of its incorporation, the Persons owning the outstanding capital stock of such Subsidiary and the amounts of such capital stock so owned. No Subsidiary of the Company is in violation of or default under any of the provisions of its articles of incorporation, bylaws or similar organizational documents, except for such violations or defaults as do not have a Material Adverse Effect.
(b) All Except as set forth on Section 4.06(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is are duly authorized, validly issued, fully paid and non assessable and are owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such shares of capital stock or other voting securities or ownership interests)) other than restrictions imposed by federal and state securities laws. There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, Company or (ii) options, warrants, calls, options preemptive rights, subscriptions or other rights to acquire from the Company or any of its Subsidiaries, or other obligations obligation of the Company or any of its Subsidiaries to issue, any shares of capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any shares of capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through and (iiiii) being referred to collectively as the “Company Subsidiary Securities”"COMPANY SUBSIDIARY SECURITIES"). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
(c) Section 4.06(c) of the Company Disclosure Schedule sets forth the name and jurisdiction of each Person that is not a Subsidiary of the Company but in which the Company directly or indirectly holds any equity or other ownership interest in excess of fifteen percent of outstanding equity interests in such Person (each, a "MINORITY INVESTMENT"). There are no outstanding obligations of the Company or any of its Subsidiaries to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Minority Investment.
Appears in 3 contracts
Sources: Merger Agreement (Sylvan Inc), Merger Agreement (Sylvan Inc), Merger Agreement (Sylvan Inc)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereofnow conducted. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a5.06(a) of the Company Disclosure Schedule lists all of the name and jurisdiction Subsidiaries of organization the Company together with the federal employer or equivalent identification number of each Subsidiary of the Companysuch Subsidiary.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding outstanding, or obligations whether absolute or contingent, in the future to issue, (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights (including conversion or preemptive rights and rights of first refusal or similar rights) to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Except for the capital stock or other equity or voting interests of its Subsidiaries and publicly traded securities held for investment which do not exceed 5% of the outstanding securities of any entity, the Company does not own, directly or indirectly, any capital stock or other equity or voting interests in any Person.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Hudson Holding Corp), Merger Agreement (Hudson Holding Corp), Merger Agreement (Rodman & Renshaw Capital Group, Inc.)
Subsidiaries. (a) Each Subsidiary of the Company Parent is a corporation or other an entity duly incorporated or otherwise duly organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization and organization, except where the failure to be so incorporated, organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each Subsidiary of Parent has all corporate corporate, limited liability company or other organizational powers, as applicable, comparable powers and all Governmental Authorizations required to own, lease and operate all of its properties and assets and to carry on its business as conducted as now conducted, except for those powers or Governmental Authorizations the absence of which would not reasonably be expected to have, individually or in the date hereofaggregate, a Parent Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on the CompanyEffect. Section 4.06(a) The Parent 10-K identifies, as of the Company Disclosure Schedule lists the name its filing date, all Significant Subsidiaries of Parent and jurisdiction their respective jurisdictions of organization of each Subsidiary of the Companyorganization.
(b) All of the outstanding capital stock of, or other voting securities of or other ownership interests in, in each Significant Subsidiary of the CompanyParent, is are owned by the Company or other Subsidiary of the Company, if applicableParent, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or other ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company Parent or any of its Significant Subsidiaries convertible into into, or exchangeable for for, shares of capital stock or other voting securities of or other ownership interests in any Significant Subsidiary of the CompanyParent, (ii) warrants, calls, options or other rights to acquire from the Company Parent or any of its Significant Subsidiaries, or other obligations of the Company Parent or any of its Significant Subsidiaries to issue, any shares of capital stock or other voting securities of or other ownership interests in, in or any securities convertible into into, or exchangeable for for, any shares of capital stock or other voting securities of or other ownership interests in, in any Significant Subsidiary of the Company Parent or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued or granted by Parent or its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or other ownership interests in, in any Significant Subsidiary of the Company Parent (the items in clauses (i) through (iii) being referred to collectively as the “Company Parent Subsidiary Securities”). There are no outstanding obligations of the Company Parent or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Significant Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Parent Subsidiary Securities.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Comcast Corp), Merger Agreement (Time Warner Cable Inc.)
Subsidiaries. (a) Each Except as set forth in Schedule 3.7, each Subsidiary of the Company is a corporation or other entity ASFC has been duly incorporated or organized, organized and is validly existing and as a corporation, partnership or association in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powerspowers and all material governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereofnow conducted. Each such Subsidiary of the Company ASFC is duly qualified to do business as a foreign corporation or other entity, as applicable, organization and is in good standing in each jurisdiction where such qualification is necessary, or is duly licensed to do business as an insurer and is in good standing in each jurisdiction where such licensing is necessary, as the case may be, except for those jurisdictions where failure to be so qualified has not had and or licensed, as the case may be, would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on the CompanyASFC. Section 4.06(a) All Subsidiaries of the Company Disclosure ASFC and their respective jurisdictions of incorporation or organization are identified on Schedule lists the name and jurisdiction of organization of each Subsidiary of the Company3.7.
(b) All outstanding shares of capital stock of each Subsidiary of ASFC have been duly authorized and validly issued and are fully paid and non-assessable. As of the Closing Date, except as set forth in Schedule 3.7, all of the outstanding capital stock of, or and other voting securities or ownership interests in, each Subsidiary of the Company, is ASFC will be owned by the Company or other Subsidiary of the Company, if applicableASFC, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to voteLien. Except as set forth in Schedule 3.7, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There there are no issued, reserved for issuance or outstanding (i) securities of the Company ASFC or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, ASFC or (ii) warrants, calls, options or other rights to acquire from the Company ASFC or any of its Subsidiaries, or other obligations of the Company ASFC or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company ASFC (the items in clauses (i) through and (iiiii) being referred to collectively as the “Company "Subsidiary Securities”"). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company ASFC or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company outstanding Subsidiary Securities.
Appears in 3 contracts
Sources: Merger Agreement (American States Financial Corp), Merger Agreement (Safeco Corp), Merger Agreement (Lincoln National Corp)
Subsidiaries. (a) Each Subsidiary of the Company Parent is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of now conducted, except for those jurisdictions where failure to be so organized, validly existing and in good standing or to have such power has not had and would not reasonably be expected to have, individually or in the date hereofaggregate, a Parent Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on the CompanyEffect. Section 4.06(a5.6(a) of the Company Parent Disclosure Schedule lists sets forth a true and complete list of each Significant Subsidiary of Parent as of the name date of this Agreement, and its jurisdiction of organization of each Subsidiary of the Companyincorporation or organization.
(b) All Except as set forth on Section 5.6(b) of the Parent Disclosure Schedule, all of the outstanding capital stock of, or other voting securities of, or ownership interests in, each Subsidiary of the Company, is Parent are owned by the Company or other Subsidiary of the Company, if applicableParent, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests)Lien. There are no issued, reserved for issuance or outstanding (i) securities of the Company Parent or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of of, or other ownership interests in in, any Subsidiary of the Company, Parent; (ii) warrants, calls, options or other rights to acquire from the Company Parent or any of its Subsidiaries, or other obligations of the Company Parent or any of its Subsidiaries to issue, deliver, sell, repurchase, redeem or otherwise acquire any capital stock or other voting securities of of, or other ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of of, or other ownership interests in, any Subsidiary of the Company Parent; or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of Parent or any of its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”)Parent. There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or other voting securities of, or other ownership interests in, any Subsidiary of Parent or any securities described in the foregoing clauses (i) through (iii) of this Section 5.6(b). Except for the capital stock or other voting securities of, or other ownership interests in, its Subsidiaries and publicly traded securities held for investment that do not exceed 5% of the Company Subsidiary Securitiesoutstanding securities of any entity, Parent does not own, directly or indirectly, any capital stock or other voting securities of, or other ownership interests in, any Person.
Appears in 3 contracts
Sources: Merger Agreement (WillScot Mobile Mini Holdings Corp.), Merger Agreement (WillScot Mobile Mini Holdings Corp.), Merger Agreement (Mobile Mini Inc)
Subsidiaries. (a) Each Subsidiary The Significant Subsidiaries of the Company as of the date hereof are set forth on Schedule 5.02, including, as of such date, a description of the capitalization of each such Significant Subsidiary and the names of the beneficial owners of all securities and other equity interests in each Significant Subsidiary. Each Significant Subsidiary has been duly formed or organized and is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation or organization and has all corporate or other the organizational powers, as applicable, required power and authority to own, lease and operate all of its assets and properties and assets and to carry on conduct its business as conducted as of the date hereofit is now being conducted. Each such Significant Subsidiary of the Company is duly licensed or qualified to do business and in good standing as a foreign corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, and is in good standing in each jurisdiction except where such qualification is necessary, except for those jurisdictions where the failure to be so licensed or qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the CompanyEffect.
(b) All As of the outstanding capital stock ofdate hereof, or other voting securities or ownership interests in, each Subsidiary of except for the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company ’s or any of its Subsidiaries’ ownership interest in such Subsidiaries, or other obligations of neither the Company or any of nor its Subsidiaries to issue, own any capital stock or any other voting securities equity interests in any other Person or has any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitment of any character under which a Person is or ownership interests inmay become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests, or any securities convertible into or obligations exercisable or exchangeable for or convertible into any shares of the capital stock or other voting securities equity interests, of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securitiessuch Person.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Churchill Capital Corp), Merger Agreement (Capitol Acquisition Corp. III)
Subsidiaries. (a) Each Subsidiary Schedule 5.6 sets forth the name of the each Company is a corporation or other entity duly incorporated or organizedSubsidiary, validly existing and in good standing under the laws of with respect to each Company Subsidiary, its jurisdiction of incorporation or organization and has all corporate organization, its authorized shares or other organizational powersequity interests (if applicable), as applicable, required to own, lease and operate all the number of its properties issued and assets and to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation outstanding shares or other entityequity interests and the record holders thereof. Other than as set forth on Schedule 5.6, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a(i) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the Company.
(b) All all of the outstanding capital stock ofequity securities of Company Subsidiary are duly authorized and validly issued, or other voting duly registered and non-assessable (if applicable), were offered, sold and delivered in material compliance with all applicable securities or ownership interests inLaws, each Subsidiary of the Company, is and are owned by the Company or other Subsidiary one of the Company, if applicable, directly or indirectly, its Subsidiaries free and clear of any Lien and free of any all Liens (other limitation or restriction than those, if any, imposed by such Company Subsidiary’s Organizational Documents); (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There ii) there are no issued, reserved for issuance or outstanding (i) securities of Contracts to which the Company or any of its Subsidiaries convertible into Affiliates is a party or exchangeable for bound with respect to the voting (including voting trusts or proxies) of the shares of capital stock or other voting equity interests of any Company Subsidiary other than the Organizational Documents of any such Company Subsidiary; (iii) there are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Company Subsidiary is a party or which are binding upon any Company Subsidiary providing for the issuance or redemption of any shares or ownership other equity interests or convertible equity interests in or of any Company Subsidiary; (iv) there are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Company Subsidiary; (v) subject to applicable Laws, no Company Subsidiary 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 CompanySubsidiaries listed on Schedule 5.6, (ii) warrantsthe Company does not own or have any rights to acquire, callsdirectly or indirectly, options any shares or other rights to acquire from equity interests of, or otherwise Control, any Person; (vii) none of the Company or its Subsidiaries is a participant in any of its Subsidiariesjoint venture, partnership or other similar arrangement; and (viii) except as set forth on Schedule 5.6, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests inprovide funds to, or make any securities convertible into investment (in the form of a loan, capital contribution or exchangeable for any capital stock or other voting securities of or ownership interests otherwise) in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary SecuritiesPerson.
Appears in 3 contracts
Sources: Merger Agreement (Embrace Change Acquisition Corp.), Agreement and Plan of Merger (Kairous Acquisition Corp. LTD), Merger Agreement (Kairous Acquisition Corp. LTD)
Subsidiaries. (aSet forth in Section 4.2(f) Each Subsidiary of the Company Disclosure Schedule is a corporation list of all of the Company’s direct and indirect subsidiaries, including the states or other entity duly incorporated or countries in which such subsidiaries are organized, a brief description of such subsidiaries’ principal activities, and if any of such subsidiaries is not wholly-owned by the Company or one of its subsidiaries, the percentage owned by the Company or any such subsidiary and the names and percentage ownership by any other Person. No equity securities of any of the Company’s subsidiaries are or may become required to be issued, transferred or otherwise disposed of (other than to the Company or a wholly- owned subsidiary of the Company) by reason of any Rights with respect thereto. There are no Contracts by which any of the Company’s Subsidiaries is or may be bound to sell or otherwise issue any shares of its capital stock, and there are no Contracts relating to the rights or obligations of the Company to vote or to dispose of such shares. All of the shares of capital stock of each of the Company’s Subsidiaries are fully paid and nonassessable and subject to no subscriptive or preemptive rights or Rights and are owned by the Company or a Company subsidiary free and clear of any Liens. Each of the Company’s Subsidiaries has been duly organized, is validly existing and in good standing under the laws of its the jurisdiction of incorporation or organization in which it is organized and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those the jurisdictions where failure its ownership or leasing of property or the conduct of its business requires it to be so qualified except where the failure to do so has not had and would not, or could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyEffect. Section 4.06(a) of The Company and its Subsidiaries have respected all corporate formalities of, and the Company Disclosure Schedule lists is not liable for the name debts and jurisdiction of organization of each Subsidiary of the Company.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any obligations of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
Appears in 3 contracts
Sources: Merger Agreement (Digital Angel Corp), Merger Agreement (Applied Digital Solutions Inc), Merger Agreement (Applied Digital Solutions Inc)
Subsidiaries. (a) Section 5.06(a) of the Company Disclosure Schedule sets forth a complete and correct list of each Subsidiary of the Company, its place and form of organization and each jurisdiction in which it is authorized to conduct or actually conducts business.
(b) Each Subsidiary of the Company is a corporation or other business entity duly incorporated or organizedorganized (as applicable), validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, powers required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereofnow conducted. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company. Effect.
(c) Section 4.06(a5.06(c) of the Company Disclosure Schedule lists the name and jurisdiction of organization of sets forth, for each Subsidiary of the Company.
, as applicable: (bi) its authorized capital stock, voting securities or ownership interests; (ii) the number and type of any capital stock, voting securities or ownership interests, and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable therefor, outstanding; and (iii) the record owner(s) thereof. All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (ix) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, (iiy) warrantsoptions, calls, options warrants or other rights or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company Company, or (iiiz) restricted shares, stock appreciation rights, performance unitsshares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items set forth in clauses (iSection 5.06(c) through (iii) of the Company Disclosure Schedule being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. All of the Company Subsidiary Securities are duly authorized, validly issued, fully paid and nonassessable.
(d) Except for the Company Subsidiary Securities, neither the Company nor any of its Subsidiaries directly or indirectly owns any capital stock of, or other equity, ownership, profit, voting or similar interest in, or any interest convertible, exchangeable or exercisable for any equity, ownership, profit, voting or similar interest in, any Person.
Appears in 3 contracts
Sources: Merger Agreement (CERNER Corp), Merger Agreement (Netsuite Inc), Merger Agreement (Textura Corp)
Subsidiaries. (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 corporation or other entity is duly incorporated or organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation incorporation, (ii) that is a partnership, limited liability company or organization 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 or other organizational powerspower and authority to, as applicableand all governmental licenses, authorizations, consents and approvals required to ownto, lease and operate all of its properties and assets and to carry on its business as now conducted as of the date hereof. Each such Subsidiary of the Company and (iv) is duly qualified or licensed to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification is or licensing necessary, except for those jurisdictions where failure failures of this representation and warranty to be so qualified has not had and true which would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on Effect. For purposes of this Agreement, "Subsidiary" means with respect to any Person, any corporation or other entity of which such Person owns, directly or indirectly, more than 50% of the Companyoutstanding voting stock or other equity interests. Section 4.06(aAll Subsidiaries and their respective jurisdictions of incorporation are identified in Schedule 3.5(a) of the Company Disclosure Schedule. (b) Except as set forth in Schedule lists 3.5(b) of the name and jurisdiction Company Disclosure Schedule, (i) all of organization the outstanding shares of capital stock of each Subsidiary of the Company.
(b) All of the outstanding capital stock ofCompany that is a corporation are duly authorized, or other voting securities or ownership interests invalidly issued, each Subsidiary of the Companyfully paid and nonassessable, is and such shares are owned by the Company or by 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, if applicable, directly or indirectly, free and clear of any Lien and free of Liens or limitations on voting rights; provided that no representation is made as to any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership equity interests owned by any Persons other than the Company. Except as set forth in any Subsidiary Schedule 3.5(b) of the CompanyCompany Disclosure Schedule, (ii) there are no subscriptions, options, warrants, calls, options rights, convertible securities or other agreements or commitments of any character relating to the issuance, transfer, sale, delivery, voting or redemption (including any rights to acquire from 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 or any of its SubsidiariesDisclosure Schedule, or other obligations of there are no agreements requiring the Company or any of its Subsidiaries to issue, any make contributions to the capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly lend or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect advance funds to, any debt of any Subsidiary Subsidiaries of the Company or any Company. For purposes of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement this Agreement, "Lien" means, with respect to the voting any asset, any mortgage, deed of trust, lien, pledge, charge, security interest or encumbrance of any Company Subsidiary Securities. There are no outstanding obligations kind in respect of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securitiessuch asset.
Appears in 3 contracts
Sources: Merger Agreement (Tower Realty Trust Inc), Merger Agreement (Reckson Associates Realty Corp), Merger Agreement (Reckson Associates Realty Corp)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a) 3.8 of the Company Disclosure Schedule lists Letter contains a complete and accurate list of the name and name, jurisdiction of organization organization, capitalization and schedule of shareholders of each Subsidiary of the Company.
(b) All of the outstanding capital stock of, or other equity or voting securities or ownership interests interest in, each Subsidiary of the CompanyCompany (i) have been duly authorized, is owned by the Company or other Subsidiary of the Company, if applicablevalidly issued and are fully paid and nonassessable and (ii) are owned, directly or indirectly, by the Company, free and clear of any Lien all Liens (other than Permitted Liens) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting securities interest) that would prevent the operation by the Surviving Company or ownership interests). such Subsidiary’s business as presently conducted.
(c) There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of, or other equity or voting securities of or ownership interests in interest in, any Subsidiary of the Company, (ii) options, warrants, calls, options rights or other rights commitments or agreements to acquire from the Company or any of its Subsidiaries, or other obligations of that obligate the Company or any of its Subsidiaries to issue, any capital stock of, or other equity or voting securities of or ownership interests interest in, or any securities convertible into or exchangeable for any shares of capital stock of, or other equity or voting securities of or ownership interests interest in, any Subsidiary of the Company or Company, (iii) restricted sharesobligations of the Company to grant, stock appreciation rightsextend or enter into any subscription, performance unitswarrant, contingent value rightsright, “phantom” stock convertible or exchangeable security or other similar securities agreement or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, commitment relating to any capital stock of, or other equity or voting securities of or ownership interests interest (including any voting debt) in, any Subsidiary of the Company (the items in clauses (i), (ii) through and (iii) ), together with the capital stock of the Subsidiaries of the Company, being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding , or (iv) other obligations of by the Company or any of its Subsidiaries (i) requiring to make any payments based on the repurchase, redemption, acquisition price or disposition of, or containing value of any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt shares of any Subsidiary of the Company or any of the Company Subsidiary SecuritiesCompany. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of Contract which obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company outstanding Subsidiary Securities, except in connection with the VIE Agreements.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (China Yida Holding, Co.), Merger Agreement (China Yida Holding, Co.), Merger Agreement (Vimicro International CORP)
Subsidiaries. (a) Each Subsidiary of the The Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to does not own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the Company.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, any equity or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity or enterprise, except for the entities set forth in Section 4.2 to the Company Disclosure Schedule. Except as set forth in Section 4.2 to the Company Disclosure Schedule, the Company is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such entity or any other Person. Except as set forth in Section 4.2 to the Company Disclosure Schedule, 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 Section 4.2 to the Company Disclosure Schedule, each of the outstanding shares of capital stock of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and is owned, directly or indirectly, by the Company free and clear of any Lien all liens, pledges, security interests, claims or other encumbrances. The following information for each subsidiary of the Company is set forth in Section 4.2 to the Company Disclosure Schedule, as applicable: (i) its name and free jurisdiction of any other limitation incorporation or restriction organization; (including any restriction on the right to vote, sell or otherwise dispose of such ii) its authorized capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or share capital; and (iii) the number of issued and outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or share capital and the record owner(s) thereof. Other than as set forth in Section 4.2 to the Company Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other voting commitments or rights of any type relating to the issuance, sale, purchase, repurchase or transfer of any securities of or ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its 's Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or nor are there outstanding any securities that are convertible into or exchangeable for any shares of capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is a party to has any voting agreement with respect to the voting obligation of any Company Subsidiary Securities. There are no outstanding obligations kind to issue any additional securities of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary SecuritiesCompany's Subsidiaries.
Appears in 3 contracts
Sources: Merger Agreement (Omnicare Inc), Merger Agreement (Genesis Health Ventures Inc /Pa), Merger Agreement (NCS Healthcare Inc)
Subsidiaries. (a) Each Major Subsidiary of the Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of now conducted, except for those jurisdictions where failure to be so organized, validly existing and in good standing or to have such power has not had and would not reasonably be expected to have, individually or in the date hereofaggregate, a Company Material Adverse Effect. Each such Major Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. Section 4.06(a) of the Company Disclosure Schedule lists sets forth a true and complete list of each Major Subsidiary of the name and Company as of the date of this Agreement, its jurisdiction of organization of each incorporation or organization, and, if a Regulated Subsidiary of the Company, each jurisdiction where it is licensed by the state department of insurance, state department of health or other applicable state agency.
(b) All of the outstanding capital stock of, or other voting securities of, or ownership interests in, each Subsidiary of the Company, is Company are owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests)Lien. There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of of, or other ownership interests in in, any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of of, or other ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of of, or other ownership interests in, any Subsidiary of the Company Company, or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of the Company or any of its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary SecuritiesCompany. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any securities described in the foregoing clauses (i) through (iii) of this Section 4.06(b). Except for the capital stock or other voting securities of, or other ownership interests in, its Subsidiaries and publicly traded securities held for investment which do not exceed 5% of the outstanding securities of any entity, the Company Subsidiary Securitiesdoes not own, directly or indirectly, any capital stock or other voting securities of, or other ownership interests in, any Person.
Appears in 3 contracts
Sources: Merger Agreement (CVS HEALTH Corp), Merger Agreement (Humana Inc), Merger Agreement (Aetna Inc /Pa/)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a3.2(a) of the Company Disclosure Schedule lists Letter contains a true and complete list of the name and jurisdiction of incorporation or organization of each Subsidiary of the Company as of the date of this Agreement. Except for the Company’s Subsidiaries, neither the Company nor any of its Subsidiaries (i) owns, directly or indirectly, any share capital of, or other equity or voting interest in, or any securities or obligations convertible into or exchangeable for shares, securities or interests, in any Person or (ii) has any obligation to acquire any share capital of, or other equity or voting interests in, any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the The Company or other Subsidiary of the Company, if applicableowns, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar ownership, voting or similar interests in each of its Subsidiaries, free and clear of any Lien and all Liens (other than Permitted Liens) and, except as set forth in the Charter Documents, free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such share capital stock or other equity or voting securities interest that would prevent the operation by the Surviving Company of such Subsidiary’s business. All company, partnership, corporate or ownership interests). There similar ownership, voting or similar interests of the Subsidiaries are duly authorized and validly issued, fully paid, nonassessable and free of preemptive rights.
(c) Except as set forth in Section 3.2(c) of the Company Disclosure Letter, and except for any Contract solely among or between the Company and any of its Subsidiaries or solely among or between any Subsidiaries of the Company, there are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of share capital stock of, or other equity or voting securities of or ownership interests in interest in, any Subsidiary of the Company, ; (ii) options, stock appreciation rights, warrants, callsrestricted share units, options rights or other rights commitments or agreements to acquire from the Company or any of its Subsidiaries, or other obligations of that obligate the Company or any of its Subsidiaries to issueissue any share capital of, any capital stock or other equity or voting securities of or ownership interests interest in, or any securities convertible into or exchangeable for any share capital stock of, or other equity or voting securities of or ownership interests interest in, any Subsidiary of the Company Company; or (iii) restricted sharesobligations of the Company to grant, stock appreciation rightsextend or enter into any subscription, performance unitswarrant, contingent value rightsright, “phantom” stock convertible or exchangeable security or other similar securities agreement or rights that are derivative ofcommitment (whether payable in equity, cash or provide economic benefits based, directly or indirectly, on the value or price of, otherwise) relating to any share capital stock of, or other equity or voting securities of or ownership interests interest (including any voting debt) in, any Subsidiary of the Company (the items in clauses (i), (ii) through and (iii) ), together with the share capital of the Subsidiaries of the Company, being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations Except as set forth in Section 3.2(c) of the Company or any of its Subsidiaries (i) requiring the repurchaseDisclosure Letter, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt there are no Contracts of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of kind that obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company outstanding Subsidiary Securities.
Appears in 3 contracts
Sources: Merger Agreement (Gilat Satellite Networks LTD), Merger Agreement (Comtech Telecommunications Corp /De/), Merger Agreement (Gilat Satellite Networks LTD)
Subsidiaries. (aSchedule 2.1(g) Each Subsidiary hereto sets forth each subsidiary of the Company is a Company, showing the jurisdiction of its incorporation or organization and showing the percentage of each person’s ownership. For the purposes of this Agreement, "subsidiary" shall mean any corporation or other entity duly incorporated of which at least a majority of the securities or organized, validly existing and in good standing under other ownership interest having ordinary voting power (absolutely or contingently) for the laws election of directors or other persons performing similar functions are at the time owned directly or indirectly by the Company and/or any of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereofsubsidiaries. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the Company.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Companyeach subsidiary have been duly authorized and validly issued, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that and are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”)fully paid and nonassessable. There are no outstanding obligations preemptive, conversion or other rights, options, warrants or agreements granted or issued by or binding upon any subsidiary for the purchase or acquisition of any shares of capital stock of any subsidiary or any other securities convertible into, exchangeable for or evidencing the rights to subscribe for any shares of such capital stock. Neither the Company nor any subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of the Company capital stock of any subsidiary or any convertible securities, rights, warrants or options of its Subsidiaries (i) requiring the repurchasetype described in the preceding sentence. Neither the Company nor any subsidiary is party to, redemption, acquisition or disposition nor has any knowledge of, or containing any right of first refusal with respect to, (ii) agreement restricting the voting or transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary shares of the Company or capital stock of any of subsidiary. No Material Adverse Change. Since December 31, 2005, the Company Subsidiary Securitieshas not experienced or suffered any Material Adverse Effect. No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries is subsidiaries has any liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) other than those incurred in the ordinary course of the Company’s or its subsidiaries respective businesses since December 31, 2005 and which, individually or in the aggregate, do not or would not have a party to any voting agreement Material Adverse Effect on the Company or its subsidiaries. No Undisclosed Events or Circumstances. No event or circumstance has occurred or exists with respect to the voting Company or its subsidiaries or their respective businesses, properties, prospects, operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed. Indebtedness. The Form 10-KSB, Form 10-QSB or Schedule 2.1(k) hereto sets forth as of a recent date all outstanding secured and unsecured Indebtedness of the Company or any subsidiary, or for which the Company or any subsidiary has commitments. For the purposes of this Agreement, "Indebtedness" shall mean (a) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of $25,000 due under leases required to be capitalized in accordance with GAAP. Except as set forth on Schedule 2.1(k), neither the Company Subsidiary Securitiesnor any subsidiary is in default with respect to any Indebtedness. Title to Assets. Each of the Company and the subsidiaries has good and marketable title to all of its real and personal property reflected in the Form 10-KSB, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those disclosed in the Form 10-KSB or such that, individually or in the aggregate, do not cause a Material Adverse Effect. All leases of the Company and each of its subsidiaries are valid and subsisting and in full force and effect. Actions Pending. There is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or any other proceeding pending or, to the knowledge of the Company, threatened against the Company or any subsidiary which questions the validity of this Agreement or any of the other Transaction Documents or the transactions contemplated hereby or thereby or any action taken or to be taken pursuant hereto or thereto. There is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or any other proceeding pending or, to the knowledge of the Company, threatened, against or involving the Company, any subsidiary or any of their respective properties or assets. There are no outstanding obligations orders, judgments, injunctions, awards or decrees of any court, arbitrator or governmental or regulatory body against the Company or any subsidiary or any officers or directors of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securitiessubsidiary in their capacities as such.
Appears in 3 contracts
Sources: Convertible Preferred Stock Purchase Agreement (International American Technologies, Inc.), Convertible Preferred Stock Purchase Agreement (International American Technologies, Inc.), Convertible Preferred Stock Purchase Agreement (International American Technologies, Inc.)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and incorporation, has all corporate or other organizational powers, as applicable, required power and authority to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereofnow conducted. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect Effect. All Subsidiaries and their respective jurisdictions of incorporation are identified on Schedule 3.07. No later than 10 days after the Company. Section 4.06(a) date hereof, Seller shall deliver to Buyer an amendment to Schedule 3.07 which shall set forth the authorized and outstanding shares of the Company Disclosure Schedule lists the name and jurisdiction of organization capital stock of each Subsidiary of the CompanySubsidiary.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the CompanySubsidiary, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, or (ii) warrants, calls, options or other rights to acquire from the Company or any of its SubsidiariesSubsidiary, or other obligations obligation of the Company or any of its Subsidiaries Subsidiary to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through and (iiiii) being referred to collectively as the “Company "Subsidiary Securities”"). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company outstanding Subsidiary Securities.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Jefferson Pilot Corp), Stock Purchase Agreement (Chubb Corp), Stock Purchase Agreement (Chubb Corp)
Subsidiaries. (a) Each Subsidiary significant subsidiary of the Company is a corporation or other entity duly incorporated or organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and incorporation, has all corporate or other organizational powerspowers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted now conducted, except for such matters as of would not have, individually or in the date hereofaggregate, a material adverse effect on the Company. Each such Subsidiary of the Company significant subsidiary is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and such matters as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect material adverse effect on the Company. Section 4.06(a) All significant subsidiaries of the Company Disclosure Schedule lists the name and jurisdiction their respective jurisdictions of organization of each Subsidiary of incorporation are identified in the Company's annual report on Form 10-K for the fiscal year ended March 31, 1998 (the "COMPANY 10-K").
(b) All Except as set forth in the Company SEC Documents filed prior to the date hereof, all of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary subsidiary of the Company, Company or (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiariessubsidiaries, or other obligations obligation of the Company or any of its Subsidiaries subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”)Company. There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securitiessecurities referred to in clauses (i) or (ii) above.
Appears in 3 contracts
Sources: Offer to Purchase (McDermott Acquisition Co Inc), Agreement and Plan of Merger (McDermott J Ray Sa), Merger Agreement (McDermott International Inc)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or otherwise duly organized, validly existing and (where such concept is recognized) in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powersorganization, as applicableexcept, required to ownin the case of any such Subsidiary, lease and operate all of its properties and assets and to carry on its business as conducted as of where the date hereof. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and incorporated, organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. Section 4.06(a) Each Subsidiary of the Company Disclosure Schedule lists has all requisite corporate, limited liability company or comparable powers required to carry on its business as now conducted, except as would not reasonably be expected to have, individually or in the name aggregate, a Company Material Adverse Effect. Each such Subsidiary is duly qualified to do business as a foreign entity and (where such concept is recognized) is in good standing in each jurisdiction of organization of each Subsidiary of in which it is required to be so qualified or in good standing, except where failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the Companyaggregate, a Company Material Adverse Effect.
(b) All of the outstanding capital stock of, or other voting securities of or other ownership interests in, in each Subsidiary of the Company, is Company are owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien Lien. Section 4.6(b) of the Company Disclosure Letter contains a complete and free accurate list of any other limitation the Subsidiaries of the Company, including, for each of the Subsidiaries, (x) its name and (y) its jurisdiction of organization. Each Subsidiary is directly or restriction (including any restriction on indirectly wholly owned by the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests)Company. There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or other ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights or agreements, commitments or understandings to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any shares of capital stock or other voting securities of or other ownership interests in, or any securities convertible into or exchangeable for for, any shares of capital stock or other voting securities of or other ownership interests in, in any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued or granted by the Company or any of its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or other ownership interests in, in any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Except for the capital stock of, or other equity or voting interests in, its Subsidiaries, the Company does not own, directly or indirectly, any capital stock of, or other equity or voting interests in, any Person.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Meredith Corp), Merger Agreement (Time Inc.)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity has been duly incorporated or organized, is validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization organization, and has all corporate or other organizational powers, as applicable, powers required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereofnow conducted. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Material Adverse Effect on the Companywhole. Section 4.06(a) All material Subsidiaries of the Company Disclosure Schedule lists the name and jurisdiction their respective jurisdictions of organization of each Subsidiary of are identified in the Company.Company 10-K.
(b) All of the outstanding capital stock of, of or other voting securities of, or ownership interests in, each Subsidiary of the Company, Company is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into into, or exchangeable for for, shares of capital stock or other voting securities of of, or ownership interests in in, any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of of, or ownership interests in, or any securities convertible into into, or exchangeable for for, any capital stock or other voting securities of of, or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of of, or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Except for the capital stock or other voting securities of, or ownership interests in, its Subsidiaries and publicly traded securities held for investment which do not exceed 5% of the outstanding securities of any Person, the Company does not own, directly or indirectly, any capital stock or other voting securities of, or ownership interests in, any Person.
Appears in 3 contracts
Sources: Merger Agreement (Aspen Technology, Inc.), Merger Agreement (Emerson Electric Co), Merger Agreement (Aspen Technology, Inc.)
Subsidiaries. (ai) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a(g)(i) of the Company Disclosure Schedule Letter includes complete and accurate lists the name and jurisdiction of organization of each Subsidiary of the Company.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicableall Subsidiaries owned, directly or indirectly, by the Company, each of which is wholly-owned except as disclosed in Section (g)(i) of the Company Disclosure Letter. All of the issued and outstanding shares and other ownership interests in the Subsidiaries of the Company are duly authorized, validly issued, fully paid and, where the concept exists, non-assessable, and all such shares and other ownership interests held directly or indirectly by the Company are legally and beneficially owned free and clear of any Lien all Liens (other than Permitted Liens), and free of any other limitation there are no outstanding options, warrants, rights, entitlements, understandings or restriction commitments (including any restriction on contingent or otherwise) regarding the right to vote, sell purchase or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiariesacquire, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for for, any capital stock such shares or other voting securities of or ownership interests in, of any Subsidiary of the Subsidiaries of the Company. Other than as disclosed in Section (g)(i) of the Company Disclosure Letter, there are no Contracts, commitments, understandings or (iii) restricted sharesrestrictions which require any Subsidiaries of the Company to issue, stock appreciation rightssell or deliver any shares or other ownership interests, performance units, contingent value rights, “phantom” stock or similar any securities or rights that are derivative ofobligations convertible into or exchangeable for, any shares or provide economic benefits basedother ownership interests. Except for ownership of equity interests listed on Section (g)(i) of the Company Disclosure Letter, the Company, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) indirectly through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchaseor otherwise, redemption, acquisition or disposition of, or containing does not own any right equity interest of first refusal with respect to, any kind in any other Person.
(ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries has any investments, active business or commercial operations outside of the United States, other than the Company’s registered office, which is a located in Vancouver, British Columbia.
(iii) Other than as disclosed in Section (g)(iii) of the Company Disclosure Letter, the Company and its Subsidiaries are not party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchaseintercompany guarantees, redeem or otherwise acquire any of the Company Subsidiary Securitiesloans, advances and/or other arrangements.
Appears in 3 contracts
Sources: Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement (Acreage Holdings, Inc.)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and incorporation, has all corporate or other organizational powerspowers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business in substantially the same manner as conducted as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not reasonably be expected to have, individually or in the date hereofaggregate, a Company Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule lists Schedule, all Subsidiaries of the name Company and jurisdiction their respective jurisdictions of organization of each Subsidiary incorporation are identified in the Company 10-K. Except for Subsidiaries of the Company, neither the Company nor any of its Subsidiaries owns more than 5% of the outstanding equity interests in any Person.
(b) All Except as set forth in Section 4.06(b) of the Company Disclosure Schedule, all of the outstanding capital stock of, of or other voting securities or ownership interests in, in each Subsidiary of the Company, Company is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There Except as set forth in the preceding sentence, there are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of or other voting securities of or ownership interests in any Subsidiary of the Company, Company or (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations obligation of the Company or any of its Subsidiaries to issue, any capital stock of or other voting securities of or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock of or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through and (iiiii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
Appears in 3 contracts
Sources: Merger Agreement (Ventana Medical Systems Inc), Merger Agreement (Ventana Medical Systems Inc), Merger Agreement (Roche Holding LTD)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other an entity duly incorporated or otherwise duly organized, validly existing and (where applicable or recognized) in good standing under the laws Law of its jurisdiction of incorporation or organization and organization, except where the failure to be in good standing can be corrected without the payment of a material sum. Each Subsidiary of the Company has all corporate corporate, limited liability company or other organizational powers, as applicable, comparable powers and all Governmental Authorizations required to own, lease and operate all of its properties and assets and to carry on its business as conducted as now conducted, except for those powers or Governmental Authorizations the absence of which has not had, and would not reasonably be expected to have, individually or in the date hereofaggregate, a Company Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing (to the extent the concept of good standing or its equivalent is applicable under the Laws of such jurisdiction) in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the CompanyEffect.
(b) All of the outstanding capital stock of, or other voting securities of or other ownership interests in, in each Subsidiary of the Company, is are owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or other ownership interests), in each case other than Permitted Liens. Section 3.06(b) of the Company Disclosure Letter contains a complete and accurate list of the name and jurisdiction of organization of each Subsidiary of the Company. Each Subsidiary of the Company is directly or indirectly wholly owned by the Company. There are no issued, reserved for issuance or outstanding (ix) securities of the Company or any of its Subsidiaries convertible into into, or exchangeable for for, shares of capital stock or other voting securities of or other ownership interests in any Subsidiary of the Company, (iiy) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any shares of capital stock or other voting securities of or other ownership interests in, in or any securities convertible into into, or exchangeable for for, any shares of capital stock or other voting securities of or other ownership interests in, in any Subsidiary of the Company or (iiiz) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued or granted by the Company or any of its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or other ownership interests in, in any Subsidiary of the Company (the items in clauses (i) through (iii) ), together with the capital stock of, other voting securities of, and any other equity interests in each Subsidiary of the Company being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
Appears in 3 contracts
Sources: Merger Agreement (Polycom Inc), Merger Agreement (Polycom Inc), Merger Agreement (Mitel Networks Corp)
Subsidiaries. (a) Each Subsidiary of Parent (individually, a “Parent Subsidiary” and, collectively, the Company “Parent Subsidiaries”) is a corporation duly incorporated or a limited liability company, company limited by shares, partnership or other entity duly incorporated or organized, organized and is validly existing and and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws Laws of the jurisdiction of its jurisdiction of incorporation or organization organization, as the case may be, and has all requisite corporate or other organizational powerspower and authority, as applicablethe case may be, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company is duly qualified currently conducted, except where any failure to do business as a foreign corporation or other entity, as applicable, and is be in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on Effect. Each Parent Subsidiary is qualified or licensed to do business in each jurisdiction where the Companyownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or license, except where any failures to be so qualified or licensed have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Section 4.06(a) No Parent Subsidiary is in violation in any material respect of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the Companyits Constituent Documents.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicableParent is, directly or indirectly, the record holder and Beneficial Owner of all of the outstanding Securities of each Parent Subsidiary, free and clear of any Lien Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell sell, transfer or otherwise dispose of the Securities), except for such capital stock or other voting securities or ownership interests)restrictions imposed by applicable Law. There are no All of such Securities have been duly authorized, validly issued, reserved for issuance or outstanding fully paid and, where applicable, are nonassessable (i) securities and no such shares have been issued in violation of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect tosimilar rights).
(c) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent. Merger Sub has not conducted any debt business prior to the date of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any Subsidiary of nature other than those incident to its formation and pursuant to this Agreement and the Company or any of Merger and the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securitiesother Transactions.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Progenics Pharmaceuticals Inc), Agreement and Plan of Merger (Lantheus Holdings, Inc.), Merger Agreement (Lantheus Holdings, Inc.)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity has been duly incorporated or organized, is validly existing and (where applicable) in good standing under the laws Laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powerspowers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its assets and properties and assets and to carry on its business as conducted as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not have or reasonably be expected to have, individually or in the date hereofaggregate, a Company Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as entity and (where applicable, and ) is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and or in good standing would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the CompanyEffect.
(b) All of the outstanding shares in the share capital or other voting securities of, or ownership interests in, each Subsidiary of the Company are owned by the Company, directly or indirectly, free and clear of any Lien. Except for securities owned by the Company or one of its Subsidiaries, there are no issued, reserved for issuance or outstanding (i) shares of capital stock of, or other voting securities or ownership interests in, each any Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (iii) securities of the Company or any of its Subsidiaries convertible into into, or exchangeable for for, shares of in the share capital stock or other voting securities of of, or ownership interests in in, any Subsidiary of the Company, (iiiii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any shares in the share capital stock or other voting securities of of, or ownership interests in, or any securities convertible into into, or exchangeable for for, any shares in the share capital stock or other voting securities of of, or ownership interests in, any Subsidiary of the Company or (iiiiv) stock options, restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock units or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares in the share capital stock of, or other voting securities of of, or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iiiiv) being referred to collectively as the “Company Subsidiary Securities”). There are no preemptive or other outstanding obligations rights, options, warrants, conversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition to issue or disposition ofsell any Company Subsidiary Securities, or containing give any Person a right of first refusal with respect toto subscribe for or acquire any Company Subsidiary Securities and no securities or obligations evidencing such rights are authorized, (ii) restricting the transfer ofissued or outstanding. There are no voting trusts, (iii) affecting the voting rights ofproxies or similar agreements, (iv) requiring the registration for sale of arrangements or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of commitments to which the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
Appears in 3 contracts
Sources: Purchase Agreement, Purchase Agreement (NXP Semiconductors N.V.), Purchase Agreement (Qualcomm Inc/De)
Subsidiaries. (a) Each Subsidiary For each Company Subsidiary, Section 3.3(a) of the Company Disclosure Schedule lists the name, jurisdiction of incorporation or organization, and each jurisdiction such Company Subsidiary is qualified to do business.
(b) Each Company Subsidiary is a corporation or other entity limited liability company duly incorporated or organized, validly existing and in good standing (except in the case of good standing, any jurisdiction that does not recognize such concept) under the laws of its jurisdiction of incorporation or organization organization, and has all corporate or other organizational limited liability powers, as applicableexcept where failure to be so incorporated or organized, required validly existing or in good standing (except in the case of good standing, any jurisdiction that does not recognize such concept), or to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereofhave such corporate or limited liability powers would not have a Material Adverse Effect. Each such Company Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicablelimited liability company, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and or in good standing would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Effect. Other than its Subsidiaries, neither the Company. Section 4.06(a) Company nor any of the Company Disclosure Schedule lists the name and jurisdiction Subsidiaries beneficially owns or controls, directly or indirectly, any equity or similar securities of organization of each Subsidiary of the Companyany corporation or other entity whether incorporated or unincorporated.
(bc) All of the outstanding shares of capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is Company Subsidiaries are owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on than Liens specified in the right to vote, sell or otherwise dispose organizational documents of such Company Subsidiary and other than any restrictions imposed under the Securities Act. Other than the outstanding shares of capital stock of, or other voting securities or ownership interests in, each Company Subsidiary that is owned by the Company, directly or indirectly through one or more Subsidiaries, there are no outstanding (i) shares of capital stock or other voting securities or ownership interests). There are no issuedinterests in any of the Company’s Subsidiaries, reserved for issuance or outstanding (iii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company’s Subsidiaries, or (iiiii) warrants, calls, options or other rights by any Person other than the Company or any of its Subsidiaries to acquire from the Company or any of its Subsidiaries, or other obligations obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary SecuritiesCompany’s Subsidiaries.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Zipcar Inc), Merger Agreement (Avis Budget Group, Inc.)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required the requisite power and authority to own, lease and operate all of its assets and properties and assets and to carry on its business as it is now being conducted as of the date hereof. Each such and each Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicabletransact business, and is in good standing standing, in each jurisdiction where in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification is necessary, ; except for those jurisdictions where failure to be so qualified has not had and in all cases as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company. Section 4.06(aEffect.
(i) All of the Company Disclosure Schedule lists the name and jurisdiction outstanding shares of organization capital stock of each Subsidiary of the Company.
(b) All of the outstanding capital stock ofCompany are validly issued, or other voting securities or ownership interests infully paid, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien nonassessable and free of preemptive rights, liens and any other limitation or restriction restriction, (including any restriction on ii) all such shares are owned directly or indirectly by the right to voteCompany, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There and (iii) there are no issued, reserved for issuance or outstanding (iA) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of or other voting securities of or ownership interests in any such Subsidiary of the Company, or (iiB) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations obligation of the Company or any of its Subsidiaries such Subsidiary to issue, any capital stock of or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock of or other voting securities of or ownership interests in, any such Subsidiary (the outstanding shares of the capital stock of each Subsidiary of the Company or (iii) restricted sharesCompany, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (together with the items in clauses (iA) through and (iiiB) being referred to collectively as the “"Company Subsidiary Securities”"). There are no outstanding obligations of the Company subscriptions, options, warrants, voting trusts, proxies or any of its Subsidiaries (i) requiring the repurchaseother commitments, redemptionunderstandings, acquisition restrictions or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect arrangements relating to the issuance, sale, voting or transfer of any Company Subsidiary Securities. There , and there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or 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
Sources: Merger Agreement (Information Resources Inc), Merger Agreement (Information Resources Inc), Merger Agreement (Information Resources Inc)
Subsidiaries. (a) Section 5.06(a) of the Company Disclosure Schedule sets forth a complete and correct list of each Subsidiary of the Company.
(b) Each Subsidiary of the Company is a corporation or other business entity duly incorporated or organizedorganized (as applicable), validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, powers required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereofnow conducted. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the CompanyEffect.
(bc) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). Section 5.06(c) of the Company Disclosure Schedule identifies, for each Subsidiary of the Company that is not wholly-owned by the Company, the percent of the voting equity securities of such Subsidiary owned by the Company. There are no issued, reserved for issuance or outstanding (ix) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, (iiy) warrantsoptions, calls, options warrants or other rights or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company Company, or (iiiz) restricted shares, stock appreciation rights, performance unitsshares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items set forth in clauses (iSection 5.06(c) through (iii) of the Company Disclosure Schedule being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. All of the Company Subsidiary Securities are duly authorized, validly issued, fully paid and nonassessable.
(d) Except for the Company Subsidiary Securities, neither the Company nor any of its Subsidiaries directly or indirectly owns any capital stock of, or other equity, ownership, profit, voting or similar interest in, or any interest convertible, exchangeable or exercisable for any equity, ownership, profit, voting or similar interest in, any Person.
Appears in 3 contracts
Sources: Merger Agreement (Micros Systems Inc), Merger Agreement (Oracle Corp), Merger Agreement (Micros Systems Inc)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereofnow conducted. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists all of the name and jurisdiction Subsidiaries of organization the Company together with the federal employer identification number of each Subsidiary of the Companysuch Subsidiary.
(b) All Except as set forth in Section 4.06(b) of the Company Disclosure Schedule, all of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Except for the capital stock or other equity or voting interests of its Subsidiaries and publicly traded securities held for investment which do not exceed 5% of the outstanding securities of any entity, the Company does not own, directly or indirectly, any capital stock or other equity or voting interests in any Person.
Appears in 3 contracts
Sources: Merger Agreement (Playtex Products Inc), Merger Agreement (Energizer Holdings Inc), Merger Agreement (Energizer Holdings Inc)
Subsidiaries. (a) Each Significant Subsidiary (as defined in Regulation S-K under the 1934 Act; provided however that the 10% threshold referred to in such definition shall be deemed to be 5% for the purposes of the Company this Agreement) of Siebel is a corporation or other entity duly incorporated or organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, powers required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereofnow conducted. Each such Significant Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Siebel. All Significant Subsidiaries of Siebel and their respective jurisdictions of incorporation are identified in the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the Company.Siebel 10-K.
(b) All Other than the Exchangeable Shares, all of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the CompanySiebel, is owned by the Company or other Subsidiary of the Company, if applicableSiebel, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There Other than the Exchangeable Shares, there are no issued, reserved for issuance or outstanding (i) securities of the Company Siebel or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, Siebel or (ii) warrantsoptions, calls, options warrants or other rights or arrangements to acquire from the Company Siebel or any of its Subsidiaries, or other obligations or commitments of the Company Siebel or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company Siebel (the items in clauses (i) through and (iiiii) being referred to collectively as the “Company Siebel Subsidiary Securities”). There Other than the obligations reflected in the terms of the Exchangeable Shares, there are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company Siebel or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Siebel Subsidiary Securities.
Appears in 3 contracts
Sources: Merger Agreement (Siebel Systems Inc), Merger Agreement (Oracle Corp /De/), Merger Agreement (Siebel Systems Inc)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of now conducted, except for those jurisdictions where failure to be so organized, validly existing and in good standing or to have such power has not had and would not reasonably be expected to have, individually or in the date hereofaggregate, a Company Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. Section Section 4.06(a) of the Company Disclosure Schedule lists the name sets forth a true and jurisdiction of organization complete list of each Significant Subsidiary of the CompanyCompany as of the date of this Agreement, and its jurisdiction of incorporation or organization.
(b) All of the outstanding capital stock of, or other voting securities of, or ownership interests in, each Subsidiary of the Company, is Company are owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests)Lien. There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of of, or other ownership interests in in, any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of of, or other ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of of, or other ownership interests in, any Subsidiary of the Company Company, or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of the Company or any of its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary SecuritiesCompany. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or other voting securities of, or other ownership interests in, any Subsidiary of the Company or any securities described in the foregoing clauses (i) through (iii) of this Section 4.06(b). Except for the capital stock or other voting securities of, or other ownership interests in, its Subsidiaries and publicly traded securities held for investment which do not exceed 5% of the outstanding securities of any entity, the Company does not own, directly or indirectly, any capital stock or other voting securities of, or other ownership interests in, any Person (other than capital stock or other voting securities of, or other ownership interests in, any Person owned by the Company or any Subsidiary Securitiesof the Company (x) in a fiduciary, representative or other capacity on behalf of other Persons, whether or not held in a separate account or (y) as a result of debts previously contracted).
Appears in 3 contracts
Sources: Merger Agreement (Schwab Charles Corp), Merger Agreement (Td Ameritrade Holding Corp), Merger Agreement
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity organization duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease necessary power and operate all of its properties and assets and authority to carry on its business as conducted now conducted, except as would not have, individually or in the aggregate, a Material Adverse Effect. The name and jurisdiction of organization of each Subsidiary is identified in Section 3.07 of the date hereofDisclosure Schedule. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the CompanyEffect.
(b) All of the issued and outstanding equity interests of each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding capital stock of, or other voting equity securities or ownership interests in, of each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free Lien. There are no outstanding (i) shares of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, or (ii) warrants, calls, options or other rights to acquire from the Company or any of its SubsidiariesSubsidiary, or other obligations obligation of the Company or any of its Subsidiaries Subsidiary to issue, any capital stock stock, other securities or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through and (iiiii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the Subsidiary or any other Person to repurchase, redemptionredeem or otherwise acquire any Subsidiary Securities. There are no agreements or other instruments relating to the issuance, acquisition sale or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust, or other business association that is not a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary SecuritiesCompany.
Appears in 3 contracts
Sources: Unit Purchase Agreement (Express Parent LLC), Unit Purchase Agreement (Express Parent LLC), Unit Purchase Agreement (Limited Brands Inc)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other legal entity duly incorporated or organizedincorporated, validly existing and and, if applicable, in good standing under the laws of its jurisdiction of incorporation or organization and organization, has all corporate or other organizational powerssimilar powers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessarynow conducted, except for those jurisdictions where failure to be so qualified has not had and such failures which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(aAll Significant Subsidiaries (as defined in Regulation S-X under the Exchange Act) of the Company Disclosure Schedule lists and their respective jurisdictions of incorporation are identified in the name and jurisdiction of organization of each Subsidiary of the Company.Company 10-K.
(b) All of the outstanding capital stock of, of or other voting securities or ownership interests in, in each Subsidiary of the Company, Company is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of or other voting securities of or ownership interests in any Subsidiary of the Company, Company or (ii) options, warrants, calls, options subscriptions, preemptive or other rights to acquire from the Company or any of its Subsidiaries, or other obligations obligation of the Company or any of its Subsidiaries to issue, any capital stock of or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock of or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through and (iiiii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the to repurchase, redemption, acquisition redeem or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or otherwise acquire any of the Company Subsidiary Securities. Neither There are no voting trusts, proxies or other similar agreements or understandings to which the Company nor or any of its Subsidiaries is a party to or by which the Company or any voting agreement of its Subsidiaries is bound with respect to the voting of any Company Subsidiary Securities. There are no outstanding contractual obligations or commitments of any character restricting the Company transfer of, or requiring the registration for sale of, any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
(c) Except for its Subsidiaries, the Company does not own, directly or indirectly, any material equity or other material ownership interest in any corporation, partnership, joint venture or other entity or enterprise.
Appears in 3 contracts
Sources: Merger Agreement (Oracle Corp /De/), Merger Agreement (Peoplesoft Inc), Merger Agreement (Oracle Corp /De/)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and incorporation, has all corporate or other organizational powerspowers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not have, individually or in the date hereofaggregate, a Material Adverse Effect on the Company. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a) All active Subsidiaries of the Company Disclosure Schedule lists and their respective jurisdictions of incorporation are identified in the name and jurisdiction of organization of each Subsidiary of the Company.Company 10-K.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, Company or (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through and (iiiii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
Appears in 3 contracts
Sources: Merger Agreement (Kla Tencor Corp), Merger Agreement (Ade Corp), Merger Agreement (Kla Tencor Corp)
Subsidiaries. (a) Each Subsidiary Section 5.4 of the Company Disclosure Letter sets forth a true and complete list of 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 or other entity duly incorporated or organized, validly existing and is in good standing under the laws Applicable Law of its jurisdiction of incorporation or organization and organization, has all the corporate or other organizational powers, as applicable, required entity power and authority to own, operate and lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company now conducted, and is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing under the laws of any jurisdiction in each jurisdiction where which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification is necessary, except for those jurisdictions where in which such failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on the CompanyEffect. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the Company.
(b) All of the outstanding shares of capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company’s Subsidiaries are duly authorized, is owned validly issued, fully paid and nonassessable and free of preemptive rights (except as such nonassessability may be affected by the Company or other Subsidiary of the CompanyApplicable Law), if applicableand are owned, directly or indirectly, by the Company free and clear of any Lien mortgage, deed of trust, lien, security interest, pledge, lease, conditional sale contract, charge, privilege, easement, right of way, reservation, option, right of first refusal and free of any other limitation or restriction encumbrance (including any restriction on each, a “Lien”).
(b) Except for the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from neither the Company or any of its Subsidiaries, or other obligations of the Company or nor any of its Subsidiaries to issueowns, directly or indirectly, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other stock, voting securities of or ownership interests in, any Person.
(c) No Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, owns any capital stock of, or other voting securities shares of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary SecuritiesCommon Stock.
Appears in 3 contracts
Sources: Merger Agreement (TGC Industries Inc), Merger Agreement (Dawson Geophysical Co), Merger Agreement (TGC Industries Inc)
Subsidiaries. (a) Each Subsidiary Section 4.4 of the Company Disclosure Letter sets forth an accurate and complete list of the Company Subsidiaries, indicating for each such Subsidiary its respective jurisdiction of organization and amount and ownership of equity securities thereof issued and outstanding. Each Company Subsidiary (i) is a corporation or other an entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws Laws of its jurisdiction of incorporation or organization and organization, (ii) has all corporate or other organizational powers, as applicable, required to own, lease requisite entity power and operate all of its properties and assets and authority to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company now conducted, and (iii) is duly qualified or licensed to do business and (where applicable) is in good standing as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification is or licensing necessary, except for those other than in such jurisdictions where the failure to be so qualified qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. Section 4.06(a) The Company has made available to Parent accurate and complete copies of each of the Company Disclosure Schedule lists Subsidiary Charter Documents as in effect on the name date hereof. The Company Subsidiary Charter Documents are in full force and jurisdiction of organization of each Subsidiary effect, and none of the CompanyCompany Subsidiaries are in violation of the Company Subsidiary Charter Documents in any material respect.
(b) All of the outstanding capital stock or other voting securities of, or other voting securities or ownership interests in, each Subsidiary of the Company, Company Subsidiaries is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests, but excluding any such restriction on the right to sell or otherwise dispose of such capital stock or other voting securities under applicable securities Laws). There Except as set forth in Section 4.4 of the Company Disclosure Letter, there are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the CompanyCompany Subsidiary, (ii) securities of the Company or any Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or ownership interests in, any Company Subsidiary, (iii) warrants, calls, options or other rights to acquire from the Company or any of its SubsidiariesCompany Subsidiary, or other obligations of the Company or any of its Subsidiaries Company Subsidiary to issue, any capital stock or other voting securities of of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other voting securities of of, or ownership interests in, any Company Subsidiary of the Company or (iiiiv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, of any capital stock of, or other voting securities of of, or ownership interests in, any Company Subsidiary of the Company (the items in clauses (i) through (iiiiv) being referred to collectively as the of this Section 4.4(b), collectively, “Company Subsidiary Securities”). There are no outstanding contractual obligations of the Company or of any Company Subsidiary of its Subsidiaries any kind to redeem, purchase or otherwise acquire any Company Subsidiary Securities.
(ic) requiring Except for the repurchase, redemption, acquisition capital stock or disposition other voting securities of, or containing ownership interests in, the Company Subsidiaries, the Company does not own, directly or indirectly, any right of first refusal with respect to, (ii) restricting the transfer capital stock or other voting securities of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect toownership interests in, any debt of any Person.
(d) No former Subsidiary of the Company or any of (other than the Company Subsidiary Securities. Neither the Company nor Subsidiaries) carried on any of its Subsidiaries is a party to business, conducted any voting agreement with respect to the voting of operations, held any Company Subsidiary Securities. There are no outstanding obligations of assets or had any liabilities for which the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securitiesis or would reasonably be expected to be liable.
Appears in 3 contracts
Sources: Merger Agreement (Novartis Ag), Merger Agreement (Atrium Therapeutics, Inc.), Merger Agreement (Avidity Biosciences, Inc.)
Subsidiaries. (a) Each Subsidiary of the Company Nasdaq is a corporation or other entity limited liability company duly incorporated or organizedincorporated, validly existing and in good standing (to the extent the jurisdiction recognizes the concept) under the laws of its jurisdiction of incorporation or organization and incorporation, has all corporate or other organizational powerslimited liability company powers and all material governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereofnow conducted. Each such Subsidiary of the Company Nasdaq is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Nasdaq Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the CompanyEffect.
(b) All Except as disclosed in the SEC Reports, all of the outstanding capital stock of, or other voting equity securities or ownership interests in, of each Subsidiary of the Company, Nasdaq (except for any directors’ qualifying shares) is owned by the Company or other Subsidiary of the Company, if applicableNasdaq, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interestssecurities). There are no issued, reserved for issuance or outstanding (i) securities of the Company Nasdaq or any Subsidiary of its Subsidiaries Nasdaq convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, Nasdaq or (ii) warrants, calls, options or other rights to acquire from the Company Nasdaq or any Subsidiary of its SubsidiariesNasdaq, or other obligations obligation of the Company Nasdaq or any Subsidiary of its Subsidiaries Nasdaq to issue, any capital stock or other stock, voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company Nasdaq (the items in clauses (i3.07(b)(i) through (iiiand 3.07(b)(ii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company Nasdaq or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries Nasdaq to repurchase, redeem or otherwise acquire any of the Company outstanding Subsidiary Securities.
(c) Except as set forth in the SEC Reports, neither Nasdaq nor any of its Subsidiaries has any ownership interest or other investment convertible into or exchangeable for an ownership interest in any Person.
Appears in 2 contracts
Sources: Transaction Agreement (Nasdaq Stock Market Inc), Transaction Agreement
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereofnow conducted. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a5.06(a) of the Company Disclosure Schedule lists all of the name and jurisdiction Subsidiaries of organization the Company together with the federal employer or equivalent identification number of each Subsidiary of the Companysuch Subsidiary.
(b) All Except as contemplated by the Exchangeable Share Documents, all of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There Except as contemplated by the Exchangeable Share Documents, there are no issued, reserved for issuance or outstanding outstanding, or obligations whether absolute or contingent, in the future to issue, (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights (including conversion or preemptive rights and rights of first refusal or similar rights) to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Except for the capital stock or other equity or voting interests of its Subsidiaries and publicly traded securities held for investment which do not exceed 5% of the outstanding securities of any entity, the Company does not own, directly or indirectly, any capital stock or other equity or voting interests in any Person.
Appears in 2 contracts
Sources: Merger Agreement (Stifel Financial Corp), Merger Agreement (Thomas Weisel Partners Group, Inc.)
Subsidiaries. (a) Each Subsidiary of the Company Parent is a corporation or other an entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and organization, has all corporate or other organizational powerspowers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not have, individually or in the date hereofaggregate, a Material Adverse Effect on Parent. Each such Subsidiary of the Company Parent is duly qualified to do business as a foreign corporation or other entity, as applicable, entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. All material Subsidiaries of Parent and their respective jurisdictions of incorporation are identified in the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the Company.Parent 10-K.
(b) All Except as set forth on Section 6.06(b) of the Parent Disclosure Schedule, all of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the CompanyParent, is owned by the Company or other Subsidiary of the Company, if applicableParent, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company Parent or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, its Subsidiaries or (ii) warrants, calls, options or other rights to acquire from the Company Parent or any of its Subsidiaries, or other obligations obligation of the Company Parent or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”)Parent. There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securitiessecurities referred to in clauses (i) or (ii) above.
Appears in 2 contracts
Sources: Merger Agreement (Mercantile Bankshares Corp), Merger Agreement (Monroe James Bancorp Inc)
Subsidiaries. (a) Each SCHEDULE 4.2 sets forth (i) the name of each Subsidiary of the Company is a corporation Company; (ii) the name of each corporation, partnership, joint venture or other entity (other than such Subsidiaries) in which the Company or any of its Subsidiaries has, or pursuant to any agreement has the right or obligation to acquire at any time by any means, directly or indirectly, an equity interest or investment; (iii) in the case of each of such corporations or limited liability companies described in clauses (i) and (ii), (A) the jurisdiction of incorporation or organization, (B) the percentage of each class of voting capital stock (or similar interests) owned by the Company or any of its Subsidiaries, (C) a description of any contractual limitations on the holder's ability to vote or alienate such securities, (D) a description of any outstanding options or other rights to acquire securities of such corporation or limited liability company, and (E) a description of any other contractual charge or impediment which would limit or impair the Company's or any of its Subsidiaries' ownership of such entity or interest or its ability effectively to exercise the full rights of ownership of such entity or interest; and (iv) in the case of each of such entities that is neither a corporation nor a limited liability company, information substantially equivalent to that provided pursuant to clause (iii) above with regard to corporate entities. SCHEDULE 4.2 shall also indicate all entities merged with and into the Company since inception.
(b) Each entity listed in SCHEDULE 4.2 has been duly incorporated or organized, is validly existing and in good standing under the laws of its the jurisdiction of incorporation its organization, has the corporate (or organization and has all corporate or other organizational powerslimited liability company, as applicable, required the case may be) power and authority to own, own and lease and operate all of its properties and assets and to carry on conduct its business as conducted as of the date hereof. Each such Subsidiary of the Company and is duly registered, qualified and authorized to do transact business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where in which the conduct of its business or the nature of its properties requires such registration, qualification is necessaryor authorization, except for those jurisdictions where the failure to be so qualified has not had and registered, qualified, authorized or in good standing would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyChange. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the Company.
(b) All of the issued and outstanding capital stock of, equity or other voting securities or ownership participating interests inof each entity's Subsidiaries have been duly authorized and validly issued, each Subsidiary of are fully paid and non-assessable, and, to the Company, is extent owned by the Company or other Subsidiary of the Companyas indicated on SCHEDULE 4.2, if applicable, directly or indirectly, are owned free and clear of any Lien and free of any other limitation Lien, restriction or restriction (including any restriction on the right to voteequity, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests except as set forth in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”)SCHEDULE 4.2. There are no outstanding obligations of the Company options, warrants, agreements, conversion rights, preemptive rights or any of its Subsidiaries (i) requiring the repurchaseother rights to subscribe for, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem purchase or otherwise acquire any issued or unissued shares of the Company Subsidiary Securitiescapital stock (or similar interests) of any entity listed on SCHEDULE 4.2.
Appears in 2 contracts
Sources: Subscription Agreement (Liberty Satellite & Technology Inc), Subscription Agreement (Liberty Satellite & Technology Inc)
Subsidiaries. (a) Each Subsidiary of the Company and its place and form of organization is a corporation set forth in in Section 3.01(b) of the Company Disclosure Schedule. All the outstanding shares of capital stock of, or other entity equity or voting interests in, each such Subsidiary are owned by the Company, by one or more wholly owned Subsidiaries of the Company or by the Company and one or more wholly owned Subsidiaries of the Company, free and clear of all Liens except for transfer restrictions imposed by applicable securities Laws, and are duly incorporated or organizedauthorized, validly issued, fully paid and nonassessable. Except as set forth in Section 3.01(b) of the Company Disclosure Schedule, each Subsidiary of the Company is duly organized and validly existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction of incorporation or organization and has all corporate or other organizational powersformation, as applicable, required . Each Subsidiary of the Company has all requisite legal and corporate power and authority to own, lease own and operate all of its properties and assets and to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company now conducted, and is duly qualified to do transact business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessaryin which it conducts business, except for those jurisdictions where the failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyEffect. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the Company.
(b) All Each of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable. There are no outstanding conversion or ownership interests in other rights, options, warrants or agreements granted or issued by or binding upon any Subsidiary of the Company, (ii) warrants, calls, options Company for the purchase or other rights to acquire from the Company or acquisition of any shares of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iiiany other securities convertible into, exchangeable for or evidencing the rights to subscribe for any shares of such capital stock. Neither the Company nor any Subsidiary of the Company is party to any agreement restricting the voting or transfer of any shares of the capital stock of any Subsidiary of the Company. Except as set forth in Section 3.01(b) restricted sharesof the Company Disclosure Schedule, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits basedthe Company does not own, directly or indirectly, on the value or price of, any capital stock of, or other equity or voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary SecuritiesPerson.
Appears in 2 contracts
Sources: Share Purchase Agreement (Weichai America Corp.), Share Purchase Agreement (Power Solutions International, Inc.)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or an entity duly organized, and is, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and organization, has all corporate or other organizational powerspowers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not have, individually and in the date hereofaggregate, a Material Adverse Effect on the Company. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a) All Subsidiaries of the Company Disclosure Schedule lists and their respective jurisdictions of incorporation are identified in the name and jurisdiction of organization of each Subsidiary of the Company.Company 10-K.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There Except for such shares of capital stock there are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, Company or (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through and (iiiii) being referred to collectively as the “"Company Subsidiary Securities”"). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
Appears in 2 contracts
Sources: Merger Agreement (Saga Systems Inc /De/), Merger Agreement (Software Ag)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization and organization, has all corporate or other organizational powers, as applicable, required to own, lease power and operate all of its properties and assets and authority necessary to carry on its business as conducted as of the date hereofnow conducted. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. Section 4.06(a) All Subsidiaries of the Company Disclosure Schedule lists the name and jurisdiction their respective jurisdictions of organization of each Subsidiary of are identified in the Company.Company 10-K.
(b) All of the outstanding capital stock or other voting securities of, or other voting securities or ownership interests in, each Subsidiary of the Company, Company is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien (except for Permitted Liens) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting than transfer restrictions under federal and state securities or ownership interests)laws. There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into into, or exchangeable for for, shares of capital stock or other voting securities of of, or other ownership interests in in, any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of of, or other ownership interests in, or any securities convertible into into, or exchangeable for for, any capital stock or other voting securities of of, or other ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of of, or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Except for the capital stock or other voting securities of, or other ownership interests in, its Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other voting securities of, or other ownership interests in, any Person.
Appears in 2 contracts
Sources: Merger Agreement (Smith & Nephew PLC), Merger Agreement (Arthrocare Corp)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity has been duly incorporated or organized, is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization organization, has all organizational powers and has, and has had at all corporate or other organizational powersrelevant times, as applicableall governmental licenses, authorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not have, individually or in the date hereofaggregate, a Company Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. Section 4.06(a) All material Subsidiaries of the Company Disclosure Schedule lists the name and jurisdiction their respective jurisdictions of organization of each Subsidiary of are identified in the Company.Company 10-K.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, Company is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock of or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Except for the capital stock or other equity or voting interests of its Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other equity or voting interests in any Person.
(c) The Bank is a federal savings bank, duly organized and validly existing under the laws of the United States of America. The Bank is a member in good standing of the Federal Home Loan Bank of Pittsburgh. The Bank has all corporate powers and has, and has had at all relevant times, all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those governmental licenses, authorizations, permits, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The deposits of the Bank are insured by the FDIC to the fullest extent permitted in the FDIA, and all premiums and assessments required to be paid in connection therewith have been paid when due.
(d) The authorized capital stock of the Bank consists of (i) 15,000,000 shares of common stock, $1.00 par value, of which 1,000 shares are outstanding, and (ii) 7,500,000 shares of preferred stock, no par value, of which no shares are outstanding, validly issued, fully paid, nonassessable, free of preemptive rights, all of which are owned by the Company free and clear of any Liens.
Appears in 2 contracts
Sources: Transaction Agreement (Sovereign Bancorp Inc), Transaction Agreement (Banco Santander, S.A.)
Subsidiaries. (a) Each Section 4.5 of the Disclosure Schedule sets forth the true and complete name of each Company Entity that is a Subsidiary of the Company Company, and, with respect to each such Subsidiary, the jurisdiction in which it is a corporation or other entity duly incorporated or organized, the jurisdictions, if any, in which it is qualified to do business, its status and manner of treatment for U.S. federal income Tax purposes, the number of membership interests or shares of its authorized capital stock, the number and class of units or shares thereof duly issued and outstanding, the names of all members, stockholders or other equity owners and the number of membership interests owned by each member, shares of stock owned by each stockholder or the amount of equity owned by each equity owner. Each such Subsidiary is a duly organized and validly existing and limited liability company, corporation, partnership or other entity in good standing under the laws Laws of the jurisdiction of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereoforganization. Each such Subsidiary of the Company is duly qualified or authorized to do business as a foreign corporation or other entity, as applicable, entity and is in good standing in under the Laws of each jurisdiction where in which the conduct of its business or the ownership of its properties requires such qualification is necessaryor authorization, except for those jurisdictions where the failure to be so qualified qualified, authorized or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect material impact on the CompanyCompany Entities, taken as a whole. Section 4.06(a) Each such Subsidiary has all requisite company, corporate or entity power and authority to own its properties and carry on its business as presently conducted. The outstanding membership interests, shares of the Company Disclosure Schedule lists the name and jurisdiction of organization capital stock or equity interests of each such Subsidiary are validly issued, fully paid and non-assessable and were not issued in violation of the Company.
(b) any purchase or call option, right of first refusal, subscription right, preemptive right or any similar right. All of the outstanding capital stock of, such shares or other voting securities or ownership equity interests in, each Subsidiary of the Company, is represented as being owned by the any Company or other Subsidiary of the Company, if applicable, directly or indirectly, Entity are owned by them free and clear of any Lien and free all Liens (other than any transfer restrictions imposed by the terms of the operating agreement or bylaws still in effect of any other limitation of the Company Entities or restriction (including any restriction on by reason of the right to vote, sell issuance of securities without registration or otherwise dispose of such capital stock or other voting qualification under federal and state securities or ownership interestsLaws). There is no existing option, warrant, call, right or Contract to which any such Subsidiary is a party requiring, and there are no issued, reserved for issuance or outstanding (i) convertible securities of any such Subsidiary outstanding which upon conversion would require, the Company or issuance of any of its Subsidiaries convertible into or exchangeable for membership interests, shares of capital stock or other voting securities equity interests of or ownership interests in any such Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any securities convertible into shares of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities equity interests of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the such Subsidiary. The Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits baseddoes not own, directly or indirectly, on the value or price ofany membership interests, any capital stock of, or other voting equity securities of or ownership interests in, any Subsidiary of Person other than the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”)Subsidiaries so listed. There are no outstanding obligations material restrictions on the ability of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Company’s Subsidiaries to repurchase, redeem or otherwise acquire any make distributions of the Company Subsidiary Securitiescash to their respective equity holders.
Appears in 2 contracts
Sources: Equity Interest Purchase Agreement, Equity Interest Purchase Agreement (Cerecor Inc.)
Subsidiaries. (a) Each Subsidiary of the Company Parent is a corporation or other an entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and organization, has all corporate or other organizational powerspowers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not have, individually or in the date hereofaggregate, a Material Adverse Effect on Parent. Each such Subsidiary of the Company Parent is duly qualified to do business as a foreign corporation or other entity, as applicable, entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. All material Subsidiaries of Parent and their respective jurisdictions of incorporation are identified in the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the CompanyParent 10-K (by incorporation by reference or otherwise).
(b) All Except as set forth on Section 6.7(b) of the Parent Disclosure Schedule, all of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the CompanyParent, is owned by the Company or other Subsidiary of the Company, if applicableParent, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company Parent or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, its Subsidiaries or (ii) warrants, calls, options or other rights to acquire from the Company Parent or any of its Subsidiaries, or other obligations obligation of the Company Parent or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”)Parent. There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securitiessecurities referred to in clauses (i) or (ii) above.
Appears in 2 contracts
Sources: Merger Agreement (Cn Bancorp Inc), Merger Agreement (Sandy Spring Bancorp Inc)
Subsidiaries. (a) Each Subsidiary of the (1) The Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry Previously Disclosed on its business as conducted as of the date hereof. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(aSchedule 5.03(a) of the Company Disclosure Schedule lists a list of all of its Subsidiaries together with the name and jurisdiction of organization of each such Subsidiary and the percentage and type of equity security owned or controlled by the Company, (2) the Company owns, directly or indirectly, all the issued and outstanding equity securities of each of its Subsidiaries, all of which are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, (3) no equity securities of any of its Subsidiaries are or may become required to be issued (other than to the Company) by reason of any Equity Interest or otherwise, (4) there are no contracts, commitments, understandings or arrangements by which any of its Subsidiaries is or may be bound to sell or otherwise transfer any of its equity securities (other than to the Company or any of its wholly-owned Subsidiaries), (5) there are no contracts, commitments, understandings, or arrangements relating to the Company’s rights to vote or to dispose of such securities, (6) all the equity securities of the Company’s Subsidiaries held by the Company or its Subsidiaries are fully paid and nonassessable and are owned by the Company or its Subsidiaries free and clear of any Liens and (7) there are no outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity interests in, the Company or any such Subsidiary or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any such Subsidiary of the Company.
(b) All Except for securities and other interests set forth in Schedule 5.03(b) of the outstanding capital stock ofCompany Disclosure Schedule, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicabledoes not own beneficially, directly or indirectly, free and clear any equity securities or similar interests of any Lien and free Person or any interest in a partnership or Joint Venture of any kind other limitation than its Subsidiaries.
(c) Each of the Company’s Subsidiaries has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its organization and is duly qualified to do business and in good standing in the jurisdictions where its ownership or restriction leasing of property or the conduct of its business requires it to be so qualified, except when the failure to be so licensed or in good standing would not result in a Material Adverse Effect.
(including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (id) securities The deposit accounts of the Company Bank are insured by the Bank Insurance Fund of the FDIC and the Share Insurance Fund of the Massachusetts Central Co-operative Bank in the manner and to the maximum extent provided by applicable law, and the Company Bank has paid all deposit insurance premiums and assessments required by applicable laws and regulations. Company Bank is not obligated to make any payments for premiums and assessments and it has filed all reports required by the FDIC. As of the date hereof, no proceedings for the revocation or any termination of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary such deposit insurance are pending or, to the knowledge of the Company, threatened.
(iie) warrants, calls, options The Articles of Organization and ByLaws or other rights to acquire from equivalent organizational documents of each of the Company or any of its Company’s Subsidiaries, or other obligations copies of which have previously been made available to Parent, are true, correct and complete copies of such documents in effect as of the Company or any date of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securitiesthis Agreement. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting in violation of any Company Subsidiary Securitiesprovision of its Articles of Organization, ByLaws or equivalent organizational documents. There are no outstanding obligations The minute books of each of Company’s Subsidiaries contain in all material respects true and accurate records of all meetings held and corporate actions taken since January 1, 2001 of its stockholders and board of directors (including committees of its board of directors) other than minutes which have not been prepared as of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securitiesdate hereof.
Appears in 2 contracts
Sources: Merger Agreement (Falmouth Bancorp Inc), Merger Agreement (Independent Bank Corp)
Subsidiaries. (a) Each Subsidiary of the Company Company’s Subsidiaries (i) is a corporation or other entity duly incorporated or organized, organized and validly existing and in good standing under the laws Laws of its jurisdiction of incorporation or organization and organization, (ii) has all requisite corporate or other organizational powers, as applicable, required applicable entity power and authority to own, lease and operate all of own its properties and assets and to carry on conduct its business as conducted as of the date hereof. Each such Subsidiary of the Company presently conducted, and (iii) is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction all jurisdictions where such qualification is necessaryits ownership or leasing of property or the conduct of its business requires it to be so qualified, except for those jurisdictions except, in the case of this clause (iii), where failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyEffect. Section 4.06(a) Each outstanding share of the Company Disclosure Schedule lists the name and jurisdiction capital stock of organization of or other equity interest in each Subsidiary of the Company.
(b) All Company is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and is owned, beneficially and of record, by the outstanding Company or one or more of its wholly owned Subsidiaries free and clear of all Liens other than Permitted Liens. There are no options, warrants or other rights, agreements, arrangements or commitments of any character to which any Subsidiary is bound relating to the issued or unissued capital stock or other equity interests of such Subsidiary, or securities convertible into or exchangeable for such capital stock or other equity interests, or obligating any Subsidiary to issue or sell any shares of its capital stock or other equity interests, or securities convertible into or exchangeable for such capital stock of, or other voting securities or ownership equity interests in, each such Subsidiary. No Subsidiary is party to any stockholders’ agreement or other similar agreement or understanding relating to any shares of the Company, is owned by the Company ’s or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subsidiary’s capital stock or other equity interests or any other agreement relating to the disposition, voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities dividends with respect to any equity interest of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary SecuritiesSubsidiary.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Sonida Senior Living, Inc.), Securities Purchase Agreement (Levinson Sam)
Subsidiaries. (a) A true and complete list of each Subsidiary of the Company is set forth in Section 3.06(a) of the Company Disclosure Schedule. Each Subsidiary of the Company is a corporation or other entity an organization duly incorporated or organizedformed, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, powers required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereofnow conducted. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on Effect. Except for equity interests in its Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other equity or similar interest in, or any interest convertible into or exchangeable for any equity or similar interest in, any Person. No Subsidiary of the Company owns, directly or indirectly, any capital stock or other equity or similar interest in, or any interest convertible into or exchangeable for any equity or similar interest in, any Person, except for the capital stock and/or other equity or similar interest in, or any interest convertible into or exchangeable for any equity or similar interest in, another wholly-owned Subsidiary of the Company. Section 4.06(a) The Company has heretofore made available to Parent and Merger Sub a complete and correct copy of the Company Disclosure Schedule lists articles of incorporation and the name and jurisdiction of organization bylaws (or equivalent organizational documents) of each Subsidiary of the CompanyCompany in full force and effect as of the date hereof. No Subsidiary of the Company is in violation of any of the provisions of its articles of incorporation or bylaws (or equivalent organizational documents).
(b) All of the outstanding capital stock of, or other voting securities or ownership equity or similar interests in, in each Subsidiary of the Company, Company is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership equity or similar interests in any Subsidiary of the Company, (ii) warrantsoptions, calls, options warrants or other rights or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, any capital stock of or other voting securities of or ownership equity or similar interests in, or any securities convertible into or exchangeable for any capital stock of or other voting securities of or ownership equity or similar interests in, any Subsidiary of the Company Company, or (iii) restricted shares, stock appreciation rights, performance unitsshares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary SecuritiesCompany. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the capital stock of any of the Company’s Subsidiaries.
(c) Neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person (other than a Subsidiary Securitiesof the Company).
Appears in 2 contracts
Sources: Merger Agreement (Nurx Pharmaceuticals, Inc.), Merger Agreement (Quantrx Biomedical Corp)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and organization, as applicable, has all corporate or other organizational powerspowers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which do not have, individually or in the date hereofaggregate, a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has does not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyEffect. Section 4.06(a) All Subsidiaries of the Company Disclosure Schedule lists and their respective jurisdictions of incorporation are identified in the name and jurisdiction of organization of each Subsidiary of the Company.Company 10-K.
(b) All of the outstanding capital stock of, of or other voting securities or ownership interests in, in each Subsidiary of the Company, Company is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrantsoptions, calls, options warrants or other rights or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, any capital stock of or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock of or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, restricted share units, stock appreciation rights, performance unitsshares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, of or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, in any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
(c) Neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person (other than a Subsidiary of the Company).
Appears in 2 contracts
Sources: Merger Agreement (Kla Tencor Corp), Merger Agreement (Therma Wave Inc)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and incorporation, has all corporate or other organizational powerspowers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not reasonably be expected to have, individually or in the date hereofaggregate, a Material Adverse Effect on the Company. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. All material Subsidiaries of the Company and their respective jurisdictions of incorporation are identified in the Company 10-K. Section 4.06(a) 4.06 of the Company Disclosure Schedule lists identifies the name Company's direct and jurisdiction of organization indirect percentage ownership of each Subsidiary of the CompanySubsidiary.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, Company or (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through and (iiiii) being referred to collectively as the “"Company Subsidiary Securities”"). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities, (ii) to register any Company Subsidiary Securities under the 1933 Act or any state securities law or (iii) to grant preemptive or antidilutive rights with respect to any Company Subsidiary Securities.
Appears in 2 contracts
Sources: Merger Agreement (Nabisco Inc), Merger Agreement (Philip Morris Companies Inc)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity Aspen has been duly incorporated or organized, is validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization and organization, has all corporate or other organizational powers, as applicable, powers required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereofnow conducted. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to havebe, individually or in the aggregate, material to Aspen and its Subsidiaries, taken as a Material Adverse Effect on the Companywhole. Section 4.06(a) All material Subsidiaries of the Company Disclosure Schedule lists the name Aspen and jurisdiction their respective jurisdictions of organization of each Subsidiary of are identified in the Company.Aspen 10-K.
(b) All of the outstanding capital stock of, of or other voting securities of, or ownership interests in, each Subsidiary of the Company, Aspen is owned by the Company or other Subsidiary of the Company, if applicableAspen, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company Aspen or any of its Subsidiaries convertible into into, or exchangeable for for, shares of capital stock or other voting securities of of, or ownership interests in in, any Subsidiary of the CompanyAspen, (ii) warrants, calls, options or other rights to acquire from the Company Aspen or any of its Subsidiaries, or other obligations of the Company Aspen or any of its Subsidiaries to issue, any capital stock or other voting securities of of, or ownership interests in, or any securities convertible into into, or exchangeable for for, any capital stock or other voting securities of of, or ownership interests in, any Subsidiary of the Company Aspen or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of of, or ownership interests in, any Subsidiary of the Company Aspen (the items in clauses (i) through (iii) being referred to collectively as the “Company Aspen Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company Aspen or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Aspen Subsidiary Securities. Except for the capital stock or other voting securities of, or ownership interests in, its Subsidiaries and publicly traded securities held for investment which do not exceed 5% of the outstanding securities of any Person, Aspen does not own, directly or indirectly, any capital stock or other voting securities of, or ownership interests in, any Person.
Appears in 2 contracts
Sources: Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/), Transaction Agreement and Plan of Merger (Emerson Electric Co)
Subsidiaries. (a) Each Subsidiary of the Company Parent’s subsidiaries is a corporation or other an entity duly incorporated or otherwise duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and organization, has all corporate corporate, limited liability company or other organizational powerscomparable powers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in the date hereofaggregate, reasonably be expected to have a Material Adverse Effect on Parent. Each such Subsidiary subsidiary of the Company Parent is duly qualified to do business as a foreign corporation or other entity, as applicable, entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. All Significant Subsidiaries (as defined in Regulation S-X of the Company. Section 4.06(a1▇▇▇ ▇▇▇) of Parent and their respective jurisdictions of incorporation are identified in the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the CompanyForm 10-K filed by Parent on March 1, 2007.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, Parent’s subsidiaries is owned by the Company or other Subsidiary of the Company, if applicableParent, directly or indirectly, free and clear of any Lien (other than statutory Liens for Taxes not yet payable) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company Parent or any of its Subsidiaries subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, Parent’s subsidiaries or (ii) warrants, calls, options or other rights to acquire from the Company Parent or any of its Subsidiariessubsidiaries, or other obligations of the Company Parent or any of its Subsidiaries subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company Parent (the items in clauses (i) through and (iiiii) being referred to collectively as the “Company Parent Subsidiary Securities”). There are no outstanding obligations of the Company Parent or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any of the Company Parent Subsidiary Securities.
Appears in 2 contracts
Sources: Merger Agreement (Matria Healthcare Inc), Merger Agreement (Inverness Medical Innovations Inc)
Subsidiaries. (a) Each Subsidiary of the Company Cardiac is a corporation or other entity duly incorporated or an entity duly organized, and is validly existing and in good standing standing, under the laws Laws of its jurisdiction of incorporation or organization and organization, has all corporate or other organizational powerspowers and authority and all material governmental licenses, as applicableauthorizations, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as now conducted as of the date hereof. Each such Subsidiary of the Company and is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to havein each case with such exceptions as, individually or in the aggregate, would not be reasonably likely to have a Cardiac Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the CompanyEffect.
(b) Each of the outstanding shares of capital stock of, or other ownership interest in, each Subsidiary of Cardiac has been validly issued and is fully paid and nonassessable. All of the outstanding capital stock of, or other voting securities or ownership interests ininterest, each Subsidiary of the Company, which is owned by the Company or other Subsidiary of the Company, if applicableowned, directly or indirectly, by Cardiac in, each of its Subsidiaries is owned free and clear of any Lien and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests)) with such exceptions as, individually or in the aggregate, would not be reasonably likely to have a Cardiac Material Adverse Effect. There are no issued, reserved for issuance or outstanding (i) securities of the Company Cardiac or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Companyits Subsidiaries, (ii) warrantsoptions, calls, options warrants or other rights to acquire from the Company Cardiac or any of its Subsidiaries, or and no other obligations obligation of the Company Cardiac or any of its Subsidiaries to issue, any capital stock stock, voting securities or other voting securities of or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other stock, voting securities of or ownership interests in, any Subsidiary of the Company its Subsidiaries or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company Cardiac or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities of the Company Subsidiary Securitiesany of its Subsidiaries or any capital stock of, or other ownership interests in, any of its Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (Cardiac Science Inc), Merger Agreement (Quinton Cardiology Systems Inc)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or an entity duly organized, and is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and organization, has all corporate or other organizational powers, as applicable, required powers and authority to own, lease and operate all of its properties and assets and to carry on its business as now conducted as of the date hereof. Each such Subsidiary of the Company and is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where the character of the property owned, leased or operated by it or the nature of its activities makes such qualification is necessary, except for those jurisdictions where the failure to so qualify could not be so qualified has not had and would not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the CompanyEffect.
(b) All of the outstanding shares of capital stock of, or other voting securities or ownership interests interest in, each Subsidiary of the CompanyCompany have been validly issued and are fully paid and nonassessable and free of statutory preemptive rights. All of the outstanding capital stock or securities of, is owned by the Company or other Subsidiary ownership interest in, each of the Subsidiaries of the Company, if applicableis owned, directly or indirectly, by the Company, and is owned free and clear of any Lien and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell or otherwise dispose of such capital the stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) shares of capital stock, debt securities or other voting securities of any Subsidiary of the Company; (ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock stock, debt securities or other voting securities of or ownership interests in any Subsidiary of the Company, ; (iiiii) warrantssubscriptions, calls, options contracts, commitments, understandings, restrictions, arrangements, rights, warrants, options, or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock stock, debt securities, voting securities or other voting securities of or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other stock, voting securities, debt securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative ofCompany, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchaseto grant, redemption, acquisition extend or disposition of, enter into any such agreement or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, commitment or (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities of any Subsidiary of the Company, or to vote or to dispose of any shares of the capital stock of any Subsidiary of the Company.
(c) Section 4.3(c) of the Company Disclosure Schedule lists (i) each Subsidiary Securitiesof the Company, (ii) its jurisdiction of incorporation or organization and (iii) the location of its principal executive office. 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 entity.
Appears in 2 contracts
Sources: Merger Agreement (Lilly Eli & Co), Merger Agreement (Applied Molecular Evolution Inc)
Subsidiaries. Except as set forth on SCHEDULE 4.2, the Company has no direct or indirect stock or other equity or ownership interest (awhether controlling or not) Each in any corporation, association, partnership, limited liability company, joint venture or other entity. SCHEDULE 4.2 sets forth for each Subsidiary of the Company is a corporation or other entity duly incorporated or organized(i) its name and jurisdiction of incorporation, validly existing and in good standing under (ii) the laws number of shares of authorized capital stock of each class of its jurisdiction capital stock, (iii) the number of incorporation or organization issued and has all corporate or other organizational powers, as applicable, required to own, lease and operate all outstanding shares of each class of its properties and assets and to carry on its business as conducted as capital stock, the names of the date hereofholders thereof, and the number of shares held by each such holder, and (iv) the number of shares of its capital stock held in treasury. Each such All of the issued and outstanding shares of capital stock of each Subsidiary of the Company is have been duly qualified to do business as a foreign corporation or other entityauthorized and are validly issued, as applicablefully paid, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had nonassessable. The Company holds of record and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a) owns beneficially all of the Company Disclosure Schedule lists the name and jurisdiction of organization outstanding shares of each Subsidiary of the Company.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien restrictions on transfer (other than restrictions under the Securities Act and free of any state securities laws), Taxes, Encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other limitation contracts or restriction (including any restriction on commitments that could require the right Company to votesell, sell transfer, or otherwise dispose of such any capital stock of any of its Subsidiaries or other voting securities that could require any Subsidiary of the Company to issue, sell, or ownership interests)otherwise cause to become outstanding any of its own capital stock. There are no issuedoutstanding stock appreciation, reserved for issuance phantom stock, profit participation, or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in similar rights with respect to any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchasevoting trusts, redemption, acquisition or disposition ofproxies, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of other agreements or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement understandings with respect to the voting of any Company capital stock of any Subsidiary Securitiesof the Company. There are no outstanding obligations None of the Company or any of and its Subsidiaries to repurchasecontrols directly or indirectly or has any direct or indirect equity participation in any corporation, redeem partnership, trust, or otherwise acquire any other business association which is not a Subsidiary of the Company Subsidiary SecuritiesCompany. IIT Technology Solutions, Inc. has no assets or liabilities and has not conducted any business since its inception.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Usinternetworking Inc), Stock Purchase Agreement (Usinternetworking Inc)
Subsidiaries. (a) Each Subsidiary of the Company Parent (i) is a corporation or other entity duly incorporated or organized, organized and validly existing and in good standing under the laws Laws of its jurisdiction of incorporation or organization and organization, (ii) has all the requisite corporate or other organizational powers, as applicable, required business entity power and authority to own, own or lease and operate all of its properties and assets and to carry on its business as it is now being conducted as of the date hereof. Each such Subsidiary of the Company and (iii) is duly licensed or qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification is necessary, in each case, except for those jurisdictions where failure to be so qualified has not had and as would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect on Effect. Other than with respect to Parent’s Subsidiaries, Parent does not directly or indirectly own any equity interest in, or any interest convertible into or exchangeable or exercisable for, any equity interest in, any corporation, partnership, joint venture or other business entity, other than equity interests held for investment that are not, in the Companyaggregate, material to Parent. Except as set forth in Section 4.06(a) 5.2 of the Company Parent Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary Schedule, all of the Company.
(b) All equity interests Parent owns in each of the outstanding capital stock ofits Subsidiaries, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, whether directly or indirectlythrough Parent’s Subsidiaries, are held free and clear of any Lien and free (other than in favor of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company Parent or any of its Subsidiaries), no equity interests of any of Parent’s Subsidiaries are or may become required to be issued by reason of any Rights, there are no contracts, commitments, understandings or arrangements by which any of Parent’s Subsidiaries is or may be bound to sell or otherwise transfer any equity interests of any such Subsidiaries, there are no contracts, commitments, understandings, or other obligations arrangements relating to Parent’s rights to vote or to dispose of such equity interests, and all of the Company equity interests of each such Subsidiary held by Parent or any of its Subsidiaries to issue, any capital stock are fully paid and nonassessable and are owned by Parent or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt free and clear of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary SecuritiesLiens.
Appears in 2 contracts
Sources: Merger Agreement (Atlas Energy Resources, LLC), Merger Agreement (Atlas Resources Public #18-2008 Program)
Subsidiaries. (a) Each Except as disclosed on Section 4.6(a) of the Company Disclosure Schedule, no Subsidiary of the Company is a corporation Subsidiary that constitutes a "significant subsidiary" of the Company within the meaning of Rule 1-02 of Regulation S-X of the Exchange Act. Section 4.6(a) of the Company Disclosure Schedule sets forth a list of all Subsidiaries of the Company and their respective jurisdictions of incorporation or organization. Except as set forth on Section 4.6(a) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of, or other ownership interest in, each Subsidiary of the Company, are owned by the Company, directly or indirectly.
(b) Each Company Subsidiary is an entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction state or country of incorporation or organization organization, and has all corporate or other organizational powers, as applicable, powers required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of now conducted, except where the date hereoffailure to be so organized or in such existence or standing or have such powers, individually or in the aggregate, would not have a Company Material Adverse Effect. Each such Company Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, entity and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification is necessary, except for those jurisdictions where the failure to be so qualified has not had and would not reasonably be expected to havequalified, individually or in the aggregate, would not have a Company Material Adverse Effect on the Company. Section 4.06(aEffect.
(c) All of the Company Disclosure Schedule lists the name and jurisdiction outstanding shares of organization of capital stock of, or other ownership interest in, each Subsidiary of the Company.
(b) Company have been duly authorized and validly issued and all of the outstanding shares of capital stock of each Subsidiary that is a corporation are fully paid and nonassessable. All of the outstanding capital stock of, or other voting securities or ownership interests ininterest, each Subsidiary of the Company, which is owned by the Company or other Subsidiary of the Company, if applicableowned, directly or indirectly, by the Company in each of its Subsidiaries is owned free and clear of any Lien and and, with respect to corporate Subsidiaries, free of any other limitation or restriction (restriction, including any limitation or restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting ownership interest (other than any of such under the Securities Act or any state or foreign securities or ownership interestslaws) (provided that restrictions on these rights with respect to non-corporate subsidiaries would not have a Company Material Adverse Effect). There Except as set forth in Section 4.6(c) of the Company Disclosure Schedule, there are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its the Company Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the CompanyCompany Subsidiaries, (ii) warrantsoptions, calls, options warrants or other rights to acquire from the Company or any of its the Company Subsidiaries, or other obligations of the Company or any of its the Company Subsidiaries to issue, any capital stock stock, voting securities or other voting securities of or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other stock, voting securities of or ownership interests in, any Subsidiary of the Company Subsidiaries or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities of any of the Company Subsidiary SecuritiesSubsidiaries or any capital stock of, or other ownership interests in, any of the Company Subsidiaries. Except as disclosed in Section 4.6(c) of the Company Disclosure Schedule, there are no other persons in which the Company owns, of record or beneficially, any direct or indirect equity or similar interest or any right (contingent or otherwise) to acquire the same.
Appears in 2 contracts
Sources: Merger Agreement (Murdock David H), Merger Agreement (Dole Food Company Inc)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity has been duly incorporated or organized, is validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization and organization, has all corporate organizational powers necessary to enable it to use its legal or other organizational powersbusiness name, as applicable, required to own, lease or otherwise hold and operate all of its properties and other assets and to carry on its business as conducted as of the date hereofpresently conducted. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. Section 4.06(a) All Subsidiaries of the Company Disclosure Schedule lists as of the name date hereof and jurisdiction their respective jurisdictions of organization of each Subsidiary of are identified in the Company.Company 10-K.
(b) All of the outstanding capital stock of, or other voting securities of, or ownership interests in, each Subsidiary of the Company, Company is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests), other than, in each case, Permitted Liens. There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into into, or exchangeable for or exercisable for, shares of capital stock or other voting securities of of, or ownership interests in in, any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of of, or ownership interests in, or any securities convertible into into, or exchangeable for or exercisable for, any capital stock or other voting securities of of, or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, restricted stock units, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits basedbased on, directly or indirectly, on the value or price of, of any capital stock of, or other voting securities of of, or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Except for the capital stock or other voting securities of, or ownership interests in, its Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other voting securities of, or ownership interests in, any Person.
Appears in 2 contracts
Sources: Merger Agreement (Sears Hometown & Outlet Stores, Inc.), Merger Agreement (Foundation Medicine, Inc.)
Subsidiaries. (a) Each Major Subsidiary of the Company Parent is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of now conducted, except for those jurisdictions where failure to be so organized, validly existing and in good standing or to have such power has not had and would not reasonably be expected to have, individually or in the date hereofaggregate, a Parent Material Adverse Effect. Each such Major Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the CompanyEffect.
(b) All of the outstanding capital stock of, or other voting securities of, or ownership interests in, each Subsidiary of the Company, is Parent are owned by the Company or other Subsidiary of the Company, if applicableParent, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests)Lien. There are no issued, reserved for issuance or outstanding (i) securities of the Company Parent or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of of, or other ownership interests in in, any Subsidiary of the CompanyParent, (ii) warrants, calls, options or other rights to acquire from the Company Parent or any of its Subsidiaries, or other obligations of the Company Parent or any of its Subsidiaries to issue, any capital stock or other voting securities of of, or other ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of of, or other ownership interests in, any Subsidiary of the Company Parent or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of Parent or any of its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”)Parent. There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any securities described in the foregoing clauses (i) through (iii) of the Company Subsidiary Securitiesthis Section 5.06(b).
Appears in 2 contracts
Sources: Merger Agreement (Humana Inc), Merger Agreement (Aetna Inc /Pa/)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity partnership duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and organization, has all corporate or other organizational powerspartnership powers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as of the date hereof. Each set forth on Schedule 5.06(a), each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, partnership and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company. Section 4.06(a) Except for Catherines of Nevada, Inc., a Nevada corporation, all Subsidiaries of the Company Disclosure Schedule lists and their respective jurisdictions of incorporation or organization are identified in the name Company 10-K.
(b) Except for its Subsidiaries and jurisdiction 21 shares of organization common stock, par value $.01 per share, of each Subsidiary of Trans World Airlines, Inc., a Delaware corporation, and warrants for five such shares exercisable at $14.40 per share, the CompanyCompany does not own, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise.
(bc) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, Company is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests)) other than the Lien granted in favor of First American National Bank in connection with the First American Credit Facility. There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, Company or (ii) options, warrants, calls, options subscriptions, securities or other rights to acquire from the Company or any of its Subsidiaries, and no preemptive or similar rights, subscriptions or other obligations rights, redemptive rights, repurchase rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of any Subsidiary of the Company, obligating the Company or any of its Subsidiaries to issue, transfer or sell, or to cause to be issued, transferred or sold, any shares of capital stock or stock, other equity interest, voting securities of or ownership interests in, or any securities convertible into or exchangeable for any shares of capital stock stock, other equity interest or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted sharesobligating the Company or any of its Subsidiaries to issue, stock appreciation rightsgrant, performance unitsextend or enter into any such option, contingent value rightswarrant, “phantom” stock call, subscription, security or other right, preemptive or similar securities right, redemptive right, repurchase right, convertible security, agreement, arrangement or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company commitment (the items in clauses (i) through and (iiiii) being referred to collectively as the “"Company Subsidiary Securities”"). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchaseExcept as set forth in Schedule 5.06(c), redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
Appears in 2 contracts
Sources: Merger Agreement (Charming Shoppes Inc), Merger Agreement (Catherines Stores Corp)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other an entity duly incorporated or otherwise duly organized, validly existing and (where applicable or recognized) in good standing under the laws Law of its jurisdiction of incorporation or organization and organization. Each Subsidiary of the Company has all corporate corporate, limited liability company or other organizational powers, as applicable, comparable powers and all Governmental Authorizations required to own, lease and operate all of its properties and assets and to carry on its business as conducted as now conducted, except for those powers or Governmental Authorizations the absence of which has not had, and would not reasonably be expected to have, individually or in the date hereofaggregate, a Company Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing (to the extent the concept of good standing or its equivalent is applicable under the Laws of such jurisdiction) in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the CompanyEffect.
(b) All of the outstanding capital stock of, or other voting securities of or other ownership interests in, in each Subsidiary of the Company, is are owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or other ownership interests), in each case other than Permitted Liens. Section 4.06(b) of the Company Disclosure Letter contains a complete and accurate list of each Subsidiary of the Company, including: (i) its name and (ii) its jurisdiction of organization. Each Subsidiary of the Company is directly or indirectly wholly owned by the Company. There are no issued, reserved for issuance or outstanding (ix) securities of the Company or any of its Subsidiaries convertible into into, or exchangeable for for, shares of capital stock or other voting securities of or other ownership interests in any Subsidiary of the Company, (iiy) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any shares of capital stock or other voting securities of or other ownership interests in, in or any securities convertible into into, or exchangeable for for, any shares of capital stock or other voting securities of or other ownership interests in, in any Subsidiary of the Company or (iiiz) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued or granted by the Company or any of its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or other ownership interests in, in any Subsidiary of the Company (the items in clauses (i) through (iii) ), together with the capital stock of, other voting securities of, and any other equity interests in each Subsidiary of the Company being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
Appears in 2 contracts
Sources: Merger Agreement (Mitel Networks Corp), Merger Agreement (Mavenir Systems Inc)
Subsidiaries. (a) Section 3.06(a) of the Company Disclosure Schedule sets forth a true and complete list of the name, jurisdiction of organization and equity owner(s) of each direct or indirect Subsidiary of the Company. Each Subsidiary of the Company is a corporation or other business entity of the type indicated in Section 3.06(a) of the Company Disclosure Schedule, duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company is duly licensed or qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such qualification is necessarylicensing or qualification, except for those jurisdictions where failure the failures to be so qualified has licensed or qualified, individually or in the aggregate, have not had resulted in, and would not reasonably be expected to have, individually or in the aggregateresult in, a Material Adverse Effect on the Company. .
(b) Except as set forth in Section 4.06(a3.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the Company.
(b) All Schedule, all of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other a wholly-owned Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) Company Securities or securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, restricted stock units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the to repurchase, redemption, acquisition redeem or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or otherwise acquire any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
Appears in 2 contracts
Sources: Merger Agreement (Rehabcare Group Inc), Merger Agreement (Kindred Healthcare, Inc)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and incorporation, has all corporate or other organizational powerspowers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not have, individually or in the date hereofaggregate, a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the CompanyEffect.
(b) All Schedule 5.05(b) sets forth the authorized and outstanding capital stock or other voting securities or ownership interests in the Subsidiaries. Except as otherwise specified in Schedule 5.05(b), all of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicableSeller, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, or (ii) warrants, calls, options or other rights to acquire from the Company Insilco or any of its SubsidiariesSubsidiary, or other obligations obligation of the Company Insilco or any of its Subsidiaries Subsidiary to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through and (iiiii) being referred to collectively as the “Company Subsidiary Securities”"SUBSIDIARY SECURITIES"). There are no outstanding obligations of the Company Insilco or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
Appears in 2 contracts
Sources: Transaction Agreement (Insilco Holding Co), Transaction Agreement (Insilco Corp/De/)
Subsidiaries. (a) A true and complete list of each Subsidiary of Parent is set forth in Section 4.07(a) of the Parent Disclosure Schedule. Each Subsidiary of the Company Parent is a corporation or other entity an organization duly incorporated or organizedformed, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, powers required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereofnow conducted. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on Effect. Except for equity interests in its Subsidiaries, Parent does not own, directly or indirectly, any capital stock or other equity or similar interest in, or any interest convertible into or exchangeable for any equity or similar interest in, any Person. No Subsidiary of Parent owns, directly or indirectly, any capital stock or other equity or similar interest in, or any interest convertible into or exchangeable for any equity or similar interest in, any Person, except for the Companycapital stock and/or other equity or similar interest in, or any interest convertible into or exchangeable for any equity or similar interest in, another wholly-owned Subsidiary of Parent. Section 4.06(a) Parent has heretofore made available to the Company a complete and correct copy of the Company Disclosure Schedule lists articles of incorporation and the name and jurisdiction of organization bylaws (or equivalent organizational documents) of each Subsidiary of Parent in full force and effect as of the Companydate hereof. No Subsidiary of Parent is in violation of any of the provisions of its articles of incorporation or bylaws (or equivalent organizational documents).
(b) All of the outstanding capital stock of, or other voting securities or ownership equity or similar interests in, in each Subsidiary of the Company, Parent is owned by the Company or other Subsidiary of the Company, if applicableParent, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company Parent or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership equity or similar interests in any Subsidiary of the CompanyParent, (ii) warrantsoptions, calls, options warrants or other rights or arrangements to acquire from the Company Parent or any of its Subsidiaries, or other obligations or commitments of the Company Parent or any of its Subsidiaries to issue, any capital stock of or other voting securities of or ownership equity or similar interests in, or any securities convertible into or exchangeable for any capital stock of or other voting securities of or ownership equity or similar interests in, any Subsidiary of the Company Parent, or (iii) restricted shares, stock appreciation rights, performance unitsshares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”)Parent. There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company capital stock of any of the Parent’s Subsidiaries.
(c) Neither Parent nor any of its Subsidiaries directly or indirectly owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person (other than a Subsidiary Securitiesof Parent).
Appears in 2 contracts
Sources: Merger Agreement (Nurx Pharmaceuticals, Inc.), Merger Agreement (Quantrx Biomedical Corp)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity has been duly incorporated or organized, is validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization and organization, has all corporate or other organizational powerspowers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not reasonably be expected to have, individually or in the date hereofaggregate, a Material Adverse Effect on the Company. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a) All Subsidiaries of the Company and their respective jurisdictions of incorporation are identified in Schedule 4.07 of the Company Disclosure Schedule lists Schedule. The Company has heretofore delivered to Parent true and complete copies of the name certificate of incorporation and jurisdiction of organization bylaws, or similar organizational documents, of each Subsidiary of as in effect on the Companydate hereof.
(b) All of the outstanding capital stock of, of or other voting securities of, or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into into, or exchangeable for for, shares of capital stock or other voting securities of of, or ownership interests in in, any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of of, or ownership interests in, or any securities convertible into into, or exchangeable for for, any capital stock or other voting securities of of, or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of of, or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Except for the capital stock or other voting securities of, or ownership interests in, its Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other voting securities of, or ownership interests in, any Person.
Appears in 2 contracts
Sources: Merger Agreement (Formfactor Inc), Merger Agreement (Formfactor Inc)
Subsidiaries. Except as set forth in Section 5.3 of the Company Disclosure Schedule,
(a) Each Subsidiary of the Company is a corporation duly incorporated (or other an entity duly incorporated or formed) and organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization organization, as the case may be, and has all corporate corporate, partnership or other organizational powersentity derived powers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in the date hereofaggregate, reasonably be expected to have a Material Adverse Effect on Company. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicablethe case may be, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each No Subsidiary of Company is in default in any respect in the Companyperformance, observation or fulfillment of any provision of its certificate or articles of incorporation or bylaws (or similar organizational documents). Other than its Subsidiaries, Company does not beneficially own or control, directly or indirectly, 5% or more of any class of equity or similar securities of any corporation or other entity whether incorporated or unincorporated. No securities issued by any Subsidiary of Company are registered or required to be registered with the SEC under the Exchange Act and since January 1, 2000, no securities issued by any Subsidiary of Company have been issued under a registration statement filed with the SEC under the Securities Act.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, Company is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including including, any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests), other than any restrictions imposed under the Securities Act. There are no issued, reserved for issuance or outstanding (i) shares of capital stock or other voting securities or ownership interests in any of Company’s Subsidiaries, (ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, ’s Subsidiaries or (iiiii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”)Company’s Subsidiaries. There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securitiessecurities referred to in clauses (i), (ii) or (iii) of this Section 5.3(b).
Appears in 2 contracts
Sources: Merger Agreement (Titan Corp), Merger Agreement (Lockheed Martin Corp)
Subsidiaries. (a) Each Subsidiary of the Company Parent is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and organization, has all corporate or other organizational powerspowers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as now conducted, except for those the absence of which would not, individually or in the date hereofaggregate, have, or be reasonably likely to have, a Material Adverse Effect on Parent. Each such Subsidiary of the Company Parent is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification is qualifications necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to havenot, individually or in the aggregate, have, or be reasonably likely to have, a Material Adverse Effect on the CompanyParent. All Significant Subsidiaries of Parent and their respective jurisdictions of incorporation are identified in Section 4.06(a4.6(a) of the Company Parent Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the CompanySchedule.
(b) All Except for directors' qualifying shares and except as set forth in the Parent 10-K, all of the outstanding capital stock of, or other voting securities or ownership interests in, each Significant Subsidiary of the Company, Parent is owned by the Company or other Subsidiary of the Company, if applicableParent, directly or indirectly, free and clear of any material Lien and free of any other material limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company Parent or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Significant Subsidiary of the CompanyParent, or (ii) warrantsoptions, calls, options warrants or other rights to acquire from the Company Parent or any of its SubsidiariesSignificant Subsidiaries any capital stock, voting securities or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other stock, voting securities of or ownership interests in, any Significant Subsidiary of the Company Parent, and no preemptive or (iii) restricted shares, stock appreciation similar rights, performance units, contingent value subscriptions or other rights, “phantom” convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of any Significant Subsidiary of Parent, obligating Parent or similar securities any of its Significant Subsidiaries to issue, transfer or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price ofsell, any capital stock ofstock, voting securities or other ownership interests in, or other any securities convertible into or exchangeable for any capital stock, voting securities of or ownership interests in, any Significant Subsidiary of the Company Parent or obligating Parent or any Significant Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in clauses (i4.6(b)(i) through (iiiand 4.6(b)(ii) being referred to collectively as the “Company "Parent Subsidiary Securities”"). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company outstanding Parent Subsidiary Securities.
Appears in 2 contracts
Sources: Merger Agreement (Texaco Inc), Merger Agreement (Chevron Corp)
Subsidiaries. (a) Section 4.06(a) of the Company Disclosure Letter sets forth a complete and correct list, as of the date of this Agreement, of each Subsidiary of the Company and its place and form of organization.
(b) Each Subsidiary of the Company is a corporation or other entity has been duly incorporated or organized, is validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, powers and all Permits required to own, lease and operate all of its properties and assets and to carry on its business as conducted as currently conducted, except for those powers and Permits, the absence of which would not reasonably be expected to have, individually or in the date hereofaggregate, a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as entity and (where applicable, and ) is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyEffect. Section 4.06(a) No Subsidiary of the Company Disclosure Schedule lists the name and jurisdiction is in violation of its certificate of incorporation, certificate of formation, bylaws or limited liability company agreement (or equivalent organization of each Subsidiary of the Companydocuments) in any material respect.
(bc) All of the outstanding capital stock of, of or other voting securities of, or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien (other than Permitted Liens) and free of any other limitation or transfer restriction (other than transfer restrictions of general applicability as may be provided under the 1933 Act or other applicable securities laws), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into into, or exchangeable for for, shares of capital stock or other voting securities of of, or ownership interests in in, any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of of, or ownership interests in, or any securities convertible into into, or exchangeable for for, any capital stock or other voting securities of of, or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of of, or ownership interests in, any Subsidiary of the Company to which the Company or any Subsidiary of the Company is a party (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
(d) The Company does not own or hold the right to acquire any equity securities, ownership interests or voting interests (including voting debt) of, or securities exchangeable or exercisable thereof, or investments in, any Person (other than a Subsidiary of the Company).
Appears in 2 contracts
Sources: Merger Agreement (Cantaloupe, Inc.), Merger Agreement (Cantaloupe, Inc.)
Subsidiaries. (a) Each Subsidiary Section 2.6 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true, complete and accurate list of all of the Company’s subsidiaries and for each such subsidiary: (i) its name and form of organization; (ii) the number and type of outstanding equity securities and a list of the holders thereof; and (iii) the jurisdiction of organization. Each of the Company’s subsidiaries is a corporation or other an entity duly incorporated or otherwise duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and organization, has all corporate corporate, limited liability company or other organizational powerscomparable powers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on the Company. Each of the date hereof. Each such Subsidiary of the Company Company’s subsidiaries is duly qualified to do business as a foreign corporation or other entity, as applicable, entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Section 4.06(aAll Significant Subsidiaries (as defined in Regulation S-X of the Exchange Act) of the Company Disclosure Schedule lists and their respective jurisdictions of incorporation are identified in the name and jurisdiction of organization of each Subsidiary of the Company.Company 10-K.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company’s subsidiaries are duly authorized, is owned validly issued, fully paid, nonassessable and free of preemptive rights and all such shares are owned, of record and beneficially, by the Company or other Subsidiary another of the Company, if applicable, directly or indirectly, ’s subsidiaries free and clear of any Lien Liens and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries is subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company’s subsidiaries, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiariessubsidiaries, or other obligations of the Company or any of the its Subsidiaries subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary subsidiary of the Company Company, or (iii) restricted sharesstock units, restricted stock, stock appreciation rights, performance units, contingent value rights, “phantom” stock rights, performance units, profits interests, or similar securities rights to receive, that are convertible into or exercisable for Company Common Stock on a deferred basis or otherwise or other rights that are derivative oflinked to, or provide economic benefits basedbased upon, directly or indirectly, on the value or price of, any of capital stock of, or other voting securities of or ownership interests in, any Subsidiary subsidiary of the Company (the items in clauses (i), (ii) through and (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations obligations, contingent or otherwise, of the Company or any of its Subsidiaries (i) requiring the subsidiaries to repurchase, redemption, acquisition redeem or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of otherwise acquire any Company Subsidiary Securities. There are no outstanding obligations of the Company voting trusts, proxies or any of its Subsidiaries other agreements or understandings with respect to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
Appears in 2 contracts
Sources: Merger Agreement (Matria Healthcare Inc), Merger Agreement (Inverness Medical Innovations Inc)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity Parent has been duly incorporated or organized, is validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization organization, and has all corporate or other organizational powers, as applicable, power and authority required to own, lease and operate all of its properties and assets and to carry on its business as conducted as now conducted, except for any failure to be so organized, existing and in good standing as, and to have power and authority as, the absence of which, has not had, and would not reasonably be expected to have, individually or in the date hereofaggregate, a Parent Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified or in good standing has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on the CompanyEffect. Section 4.06(a) All material Subsidiaries of the Company Disclosure Schedule lists the name Parent and jurisdiction their respective jurisdictions of organization of each Subsidiary of are identified in the Company.Parent 10-K.
(b) All of the outstanding capital stock of, or other voting securities of, or ownership interests in, each Subsidiary of the Company, Parent is owned by the Company or other Subsidiary of the Company, if applicableParent, directly or indirectly, free and clear of any Lien and free material Lien. As of any other limitation or restriction (including any restriction on the right to voteJuly 22, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are 2016, there were no issued, reserved for issuance or outstanding (i) securities of the Company Parent or any of its Subsidiaries convertible into into, or exchangeable for for, shares of capital stock or other voting securities of of, or ownership interests in in, any Subsidiary of the CompanyParent, (ii) warrants, calls, options or other rights to acquire from the Company Parent or any of its Subsidiaries, or other obligations of the Company Parent or any of its Subsidiaries to issue, any capital stock or other voting securities of of, or ownership interests in, or any securities convertible into into, or exchangeable for for, any capital stock or other voting securities of of, or ownership interests in, any Subsidiary of the Company Parent or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights rights, in each case issued by Parent or any Subsidiary, that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of of, or ownership interests in, any Subsidiary of the Company Parent (the items in clauses (i) through (iii) being referred to collectively as the “Company Parent Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Parent Subsidiary Securities.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Carmike Cinemas Inc), Agreement and Plan of Merger (Amc Entertainment Holdings, Inc.)
Subsidiaries. (a) Each Non-Energy Subsidiary of the Company (i) is a corporation or other entity duly incorporated or organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and incorporation, (ii) has all corporate or other organizational powerspowers and all governmental licenses, as applicableauthorizations, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as now conducted as of the date hereof. Each such Subsidiary of the Company and (iii) is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification is necessary, except for those jurisdictions where failure failures of this representation and warranty to be so qualified has not had and true which would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect on the CompanyEffect. Section 4.06(a) All Non-Energy Subsidiaries and their respective jurisdictions of incorporation are identified in Schedule 3.5 of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the CompanySchedule.
(b) All of the outstanding shares of capital stock of, or other voting securities or ownership interests in, of each Non- Energy Subsidiary of the CompanyCompany are duly authorized, is validly issued, fully paid and nonassessable, and, except as set forth in Schedule 3.5(b) of the Company Disclosure Schedule, such shares are owned by the Company or other by a Non-Energy Subsidiary of the Company, if applicable, directly or indirectly, Company free and clear of any Lien and free Liens (as defined hereafter) or limitations on voting rights. There are no subscriptions, options, warrants, calls, preemptive rights, rights, convertible securities or other agreements or commitments of any other limitation character relating to the issuance, transfer, sale, delivery, voting or restriction redemption (including any restriction on rights of conversion or exchange under any outstanding security or other instrument) of any of the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests)equity interests of any of such Non-Energy Subsidiaries. There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) agreements requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary SecuritiesNon-Energy Subsidiaries to make contributions to the capital of, or lend or advance funds to, any Subsidiaries of the Company. Neither the Company nor any For purposes of its Subsidiaries is a party to any voting agreement this Agreement, "Lien" means, with respect to the voting any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any Company Subsidiary Securities. There are no outstanding obligations kind in respect of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securitiessuch asset.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (DSM Nv), Agreement and Plan of Merger (Catalytica Inc)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity has been duly incorporated or organized, is validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization and organization, has all corporate or other organizational powerspowers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as of the date hereof. Each such Subsidiary set forth in Section 4.06(a) of the Company Disclosure Schedule, each such Subsidiary is duly qualified to do business as a foreign corporation or other entity, as applicable, entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule lists Schedule, the name and jurisdiction Company 10-K identifies, as of organization of each Subsidiary its filing date, all material Subsidiaries of the CompanyCompany and their respective jurisdictions of organization.
(b) All of the outstanding capital stock of, or other voting securities of, or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien Lien, other than Permitted Liens, and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into into, or exchangeable for for, shares of capital stock or other voting securities of of, or ownership interests in in, any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of of, or ownership interests in, or any securities convertible into into, or exchangeable for for, any capital stock or other voting securities of of, or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of of, or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Except as set forth in Section 4.06(b) of the Company Disclosure Schedule and except for the capital stock or other voting securities of, or ownership interests in, its Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other voting securities of, or ownership interests in, any Person.
Appears in 2 contracts
Sources: Merger Agreement (RiskMetrics Group Inc), Merger Agreement (MSCI Inc.)
Subsidiaries. (a) Each Subsidiary The Company Subsidiaries and their respective jurisdictions of the Company is a corporation or other entity duly incorporated or organized, validly existing and organization are identified in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a3.4(a) of the Company Disclosure Schedule lists Letter, which sets forth, as of the name Agreement Date, for each Company Subsidiary: (i) its name; (ii) the number and type of its outstanding equity securities and a list of the holders thereof; (iii) its jurisdiction of organization or incorporation, as the case may be; and (iv) its directors and officers. The Company has Made Available to Parent true, correct and complete copies of the certificates of incorporation, bylaws and other similar organizational documents of each Subsidiary Company Subsidiary. There are no other Company Subsidiaries other than the Company Subsidiaries identified in Section 3.4(a) of the CompanyCompany Disclosure Letter.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting equity securities of of, or other ownership interests in in, each Company Subsidiary are, where applicable, duly authorized, validly issued, fully paid and nonassessable, and all such shares, securities or interests are owned by the Company or by a Company Subsidiary free and clear of any Subsidiary of the CompanyLiens, other than Permitted Liens. There are (iii) no subscriptions, options, warrants, calls, options calls or other similar rights to acquire from the Company or any of its SubsidiariesCompany Subsidiary, or other obligations of and (ii) no Contracts to which the Company or any Company Subsidiary is a party or by which any of its Subsidiaries them are bound, obligating the Company or such Company Subsidiary to issue, in the case of each of clause (i) and (ii), any shares of capital stock or other voting securities of of, or other equity or ownership interests in, or any convertible securities convertible into into, or exchangeable for for, any shares of capital stock or other voting securities of or ownership interests inof, any Subsidiary of Company Subsidiary. There are no Contracts to which the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock any Company Subsidiary is a party or similar securities by which any of them are bound requiring the Company or rights that are derivative any Company Subsidiary to make contributions to the capital of, or provide economic benefits based, directly lend or indirectly, on the value or price ofadvance funds to, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”)Subsidiary. There are no outstanding obligations of stock appreciation, phantom stock or similar rights with respect to any Company Subsidiary. There are no voting trusts, proxies or other Contracts to which the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to or by which any voting agreement of them are bound with respect to the voting of any capital stock of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary SecuritiesSubsidiary.
Appears in 2 contracts
Sources: Credit Agreement (RhythmOne PLC), Agreement and Plan of Merger and Reorganization (YuMe Inc)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity an organization duly incorporated or organizedformed, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, powers required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereofnow conducted. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on Effect. All “significant subsidiaries” (as defined in Regulation S-K under the Company. Section 4.06(a1934 Act; provided however that the 10% threshold referred to in such definition shall be deemed to be 5% for the purposes of this Agreement) of the Company Disclosure Schedule lists the name and jurisdiction their respective jurisdictions of organization of each Subsidiary of are identified in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2007.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, Company is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests), except for such restrictions resulting from local Applicable Law as set forth in Section 5.06 of the Company Disclosure Schedule. There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrantsoptions, calls, options warrants or other rights or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, any capital stock of or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock of or other voting securities of or ownership interests in, any Subsidiary of the Company Company, or (iii) restricted shares, stock appreciation rights, performance unitsshares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) i)-(iii), in addition to all shares of capital stock or voting securities of the Company’s Subsidiaries, being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
(c) Neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person (other than a Subsidiary of the Company).
Appears in 2 contracts
Sources: Merger Agreement (Packeteer Inc), Merger Agreement (Blue Coat Systems Inc)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a2.06(a) of the Company Disclosure Schedule lists the name and jurisdiction sets forth a list of organization of each Subsidiary all Subsidiaries of the Company.
(b) Company and their respective jurisdictions of incorporation or organization. All of the outstanding shares of capital stock or other voting securities of, or other voting securities or ownership interests interest in, each Subsidiary of the Company, is owned by the Company Company, directly or indirectly.
(b) All of the outstanding shares of capital stock or other voting securities of, or other ownership interest in, each Subsidiary of the CompanyCompany have been duly authorized and validly issued and are fully paid and nonassessable. All of the outstanding capital stock or other voting securities of, if applicableor other ownership interest in, each Subsidiary of the Company is owned, directly or indirectly, by the Company free and clear of any Lien and free of any other limitation or restriction (restriction, including any limitation or restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or other ownership interests)interest (other than any of such under the Securities Act or any state securities laws) with such exceptions as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its the Company Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of of, or ownership interests in in, any Subsidiary of the CompanyCompany Subsidiaries, (ii) warrantsoptions, calls, options warrants or other rights to acquire from the Company or any of its the Company Subsidiaries, or and no other obligations obligation of the Company or any of its the Company Subsidiaries to issue, any capital stock or other voting securities of of, or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock stock, or other voting securities of of, or ownership interests in, any Subsidiary of the Company Subsidiaries or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities of any of the Company Subsidiary SecuritiesSubsidiaries or any capital stock or other voting securities of, or other ownership interests in, any of the Company Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (Rem Consulting of Ohio, Inc.), Merger Agreement (National Mentor Holdings, Inc.)
Subsidiaries. (a) Section 4.04 of the Company Disclosure Letter lists all of the Subsidiaries of the Company, and for each Subsidiary the jurisdiction of formation. Each Subsidiary of the Subsidiaries of the Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing (to the extent such concept exists in such jurisdiction) under the laws of its the jurisdiction of its incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessaryorganization, except for those jurisdictions where failure to be so qualified has not had and in good standing has, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on Effect. None of the Company. Section 4.06(a) Subsidiaries of the Company Disclosure Schedule lists the name and jurisdiction is in violation of organization of each Subsidiary of the Companyits organizational documents in any material respect.
(b) All of the outstanding shares of capital stock of, or other voting securities or ownership equivalent equity interests in, of each Subsidiary of the Company’s Subsidiaries have been validly issued, is owned by are fully paid and nonassessable, and are not subject to any preemptive rights in favor of any Person other than the Company or other Subsidiary and are owned of the Company, if applicablerecord and beneficially, directly or indirectly, by the Company free and clear of any Lien and free of any all Liens (other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership intereststhan Permitted Liens). There are no issued, reserved for issuance or outstanding (i) securities None of the Company Company’s Subsidiaries has any equity securities authorized, issued or any of its Subsidiaries convertible into or exchangeable for outstanding, other than the shares of capital stock or other voting securities equivalent equity interests of such Subsidiary held directly or ownership interests in any Subsidiary of indirectly by the Company, (ii) warrantsand there are no agreements, callsoptions, warrants or other rights or arrangements existing or outstanding which provide for the sale or issuance of any of the foregoing. There are no outstanding or authorized options or other rights to acquire from the Company or any of its the Company’s Subsidiaries, or other any obligations of the Company or any of its the Company’s Subsidiaries to issue, any capital stock or other stock, voting securities of or ownership interests insecurities, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company Company’s Subsidiaries, or (iii) restricted shares, restricted stock units, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of(collectively, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). .
(c) There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem redeem, or otherwise acquire any of the Company Subsidiary Securities, and there are no other options, calls, warrants, or other rights, relating to Company Subsidiary Securities. Except for the capital stock or other equity or voting interests of its Subsidiaries set forth on Section 4.04 of the Company Disclosure Letter and the Joint Venture Entities, the Company does not own, directly or indirectly, any capital stock or other equity or voting interests in any Person. The Company and its Subsidiaries have no obligation to acquire equity securities of, or make any capital contribution to or equity investment in, any other Person.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Core Scientific, Inc./Tx), Merger Agreement (CoreWeave, Inc.)
Subsidiaries. (a) Each Transferred Subsidiary of the Company is a corporation or other entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereoforganization. Each such Transferred Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Tiger Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the CompanyEffect.
(b) All As of the Effective Time, all of the outstanding capital stock of, of or other voting securities of, or ownership interests in, each Subsidiary Transferred Subsidiary, will be owned by SpinCo (or, in the case of the CompanyDirect Sale Transferred Subsidiaries, is owned by the Company or other Subsidiary of the Company, if applicableDirect Sale Purchaser), directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of all Liens. Other than such capital stock of or other voting securities of, or ownership interestsinterests in, each Transferred Subsidiary, owned by SpinCo (or, in the case of the Direct Sale Transferred Subsidiaries, Direct Sale Purchaser). There are , directly or indirectly, as of the Effective Time, there will be no issued, reserved for issuance or outstanding (i) securities of the Company SpinCo or any of its the Transferred Subsidiaries convertible into into, or exchangeable for for, shares of capital stock or other voting securities of of, or ownership interests in in, any Subsidiary of the CompanyTransferred Subsidiary, (ii) warrants, calls, options or other rights to acquire from the Company SpinCo or any of its the Transferred Subsidiaries, or other obligations of the Company SpinCo or any of its the Transferred Subsidiaries to issue, any capital stock or other voting securities of of, or ownership interests in, or any securities convertible into into, or exchangeable for for, any capital stock or other voting securities of of, or ownership interests in, any Subsidiary of the Company Transferred Subsidiary, or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of of, or ownership interests in, any Transferred Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Tiger Subsidiary Securities”). There are As of the Effective Time, there will be no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company SpinCo or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Transferred Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Tiger Subsidiary Securities. Except for its interests in the Transferred Subsidiaries and the Tiger JVs, as of the Effective Time, SpinCo will not own, directly or indirectly, any capital stock of, or other equity or voting interest in, any Person.
(c) Section 4.06(c) of the SpinCo Disclosure Schedule sets forth a complete and correct list of all Tiger JVs with revenues in excess of $25 million in 2017, including, in each case, its name, jurisdiction and form of organization and the percentage of its outstanding equity or profits interests that are, or at the Effective Time will be, owned by SpinCo, Direct Sale Purchaser or one of the Transferred Subsidiaries. To the knowledge of SpinCo as of the date of this Agreement, subject to the terms and conditions of such respective certificates of incorporation, bylaws, limited liability company agreements or similar organizational documents made available to Parent prior to the date of this Agreement, there are no outstanding options, warrants, convertible debt, other convertible instruments or other commitments obligating any Tiger JV to issue, grant, extend or enter into any such option, warrant, convertible debt, other convertible instrument or other right, agreement, arrangement or commitment.
Appears in 2 contracts
Sources: Merger Agreement (Transportation Systems Holdings Inc.), Merger Agreement (Westinghouse Air Brake Technologies Corp)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereofformation. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on Effect. All Significant Subsidiaries of the Company. Company and their respective jurisdictions of formation are identified in the Company 10-K.
(b) Except as set forth in Section 4.06(a5.06(b) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the Company.
(b) All Schedule, all of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There Except as set forth in Section 5.06(b) of the Company Disclosure Schedule there are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, Company or (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through and (iiiii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
Appears in 2 contracts
Sources: Merger Agreement (St Paul Companies Inc /Mn/), Merger Agreement (St Paul Companies Inc /Mn/)
Subsidiaries. (a) Each Subsidiary of the Company Parent is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereofnow conducted. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyParent. Section 4.06(a) All material Subsidiaries of the Company Disclosure Schedule lists the name Parent and jurisdiction their respective jurisdictions of organization of each Subsidiary of are identified in the Company.Parent 10-K.
(b) All of the outstanding capital stock of, or other voting securities of, or ownership interests in, each Subsidiary of the Company, Parent is owned by the Company or other Subsidiary of the Company, if applicableParent, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company Parent or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of of, or other ownership interests in in, any Subsidiary of the CompanyParent, (ii) warrants, calls, options or other rights to acquire from the Company Parent or any of its Subsidiaries, or other obligations of the Company Parent or any of its Subsidiaries to issue, any capital stock or other voting securities of of, or other ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of of, or other ownership interests in, any Subsidiary of the Company Parent or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or other voting securities of or ownership interests in, any Subsidiary of the Company Parent (the items in clauses (i) through (iii) being referred to collectively as the “Company Parent Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Parent Subsidiary Securities.
Appears in 2 contracts
Sources: Merger Agreement (Aetna Inc /Pa/), Merger Agreement (Coventry Health Care Inc)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities Act) has been duly incorporated or organized, as the case may be, and is validly existing and as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of 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 described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to be so organized or existing or in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Each of the Company’s subsidiaries is duly qualified as a foreign corporation, partnership or limited 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 ownership or leasing of property or the conduct of business, except to the extent that the failure to be so qualified or in good standing could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, 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 preemptive or similar rights of any 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 has all corporate are in full force and effect. The Company does not own or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the Company.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicablecontrol, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to votecorporation, sell or otherwise dispose of such capital stock association or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of entity other than the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests subsidiaries listed in any Subsidiary of Exhibit 21.1 to the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, ’s most recent Annual Report on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.Form 10‑K.
Appears in 2 contracts
Sources: Underwriting Agreement (Vaxart, Inc.), Underwriting Agreement (Vaxart, Inc.)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as As of the date hereof. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entitythis Agreement, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the Company.
(b) All all of the outstanding capital stock of, or other voting securities of or other ownership interests inin each SpinCo Entity and, each Subsidiary to the Knowledge of the Company, is each Minority Investment Entity are owned by Matrix (and with respect to each Minority Investment Entity, to the Company or other Subsidiary extent of the Company, if applicableMatrix’s interest therein), directly or indirectly, free and clear of any Lien (and free of any other limitation restrictions (including any restriction on the right to vote, sell or restriction otherwise dispose of such capital stock or other voting securities or ownership interests) that would prevent the operation by the Surviving Corporation of such SpinCo Entity’s business or the exercise by the Surviving Corporation of ownership rights with respect to a Minority Investment Entity). As of immediately prior to the Effective Time, all of the outstanding capital stock or other voting securities of or other ownership interests in each SpinCo Entity and, to the Knowledge of the Company, each Minority Investment Entity will be owned by the Company (and with respect to each Minority Investment Entity, to the extent of the Company’s interest therein), directly or indirectly, free and clear of any material Lien (and free of any other material restrictions (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests)).
(b) Section 3.6(b) of the Company Disclosure Letter contains a complete and accurate list of the SpinCo Entities as of the date of this Agreement including the name and jurisdiction of formation of each. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, each SpinCo Entity is directly or indirectly wholly owned by Matrix as of the date of this Agreement and will be directly or indirectly wholly owned by the Company as of immediately prior to the Effective Time. There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries SpinCo Entity convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of or other ownership interests in any Subsidiary of the CompanySpinCo Entity, (ii) warrantssubscriptions, callsoptions, options warrants or other rights or agreements, commitments or understandings to purchase, acquire or otherwise receive from the Company or any of its SubsidiariesSpinCo Entity, or other obligations of the Company or any SpinCo Entity to issue or sell any shares of its Subsidiaries to issue, any capital stock or other voting securities of or other ownership interests inin any SpinCo Entity, or any securities convertible into or exchangeable or exercisable for any capital stock such subscriptions, options, warrants or other voting securities of rights or ownership interests inagreements, any Subsidiary of the Company commitments or understandings or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued or granted by the Company or any SpinCo Entity that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or other ownership interests in, in any Subsidiary of the Company SpinCo Entity (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary SpinCo Entity Securities”). There are no outstanding obligations of Matrix or any Subsidiary of Matrix (including the Company or any of its Subsidiaries (iSpinCo Entity) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary SpinCo Entity Securities.
Appears in 2 contracts
Sources: Merger Agreement (Meredith Corp), Merger Agreement (IAC/InterActiveCorp)
Subsidiaries. (a) Each Schedule 4.4(a) sets forth the name of each Subsidiary of the Company, and with respect to each Subsidiary (a) its jurisdiction of organization, (b) its authorized shares or other equity interests (if applicable), and (c) the number of issued and outstanding shares or other equity interests and the record holders and beneficial owners thereof. All of the outstanding equity securities of each Subsidiary of the Company are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered, sold and delivered in material compliance with all applicable securities Laws, and 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). 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. There are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Subsidiary of the Company is a corporation party or other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereof. Each such which are binding upon any Subsidiary of the Company is duly qualified to do business as a foreign corporation providing for the issuance or redemption of any shares or other entity, as applicable, and is equity interests in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each any Subsidiary of the Company. There are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Subsidiary of the Company. Except as set forth on Schedule 4.4(a), 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. Except for the equity interests of the Subsidiaries listed on Schedule 4.4(a), 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. None of the Company or its Subsidiaries is a participant in any joint venture, partnership or similar arrangement. There are no outstanding contractual obligations of the Company or its Subsidiaries to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.
(b) All Borqs HK is the legal and beneficial owner of one hundred percent (100%) of the issued and outstanding capital stock of, or other voting securities or ownership equity interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests)WFOE. There are no issuedoutstanding options, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrants, callsrights (including conversion rights, options preemptive rights, rights of first refusal or other rights similar rights) or agreements to purchase or acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests inequity interest, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests inan equity interest, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”)WFOE. There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries The WFOE is a party to any voting agreement certain variable interest entity contracts with respect each VIE Entity, and the shareholders thereof (the “VIE Shareholders”), which are set forth on Schedule 4.4(b) (the “VIE Contracts”), pursuant to which the profits of each VIE Entity are paid to the voting WFOE and each VIE Entity is contractually controlled by the WFOE. The WFOE operates its business in Beijing, China.
(c) The capital and organizational structure of any each Target Company Subsidiary Securitiesorganized or registered in the PRC (each, a “PRC Target Company”) are valid and in full compliance with the applicable PRC Laws. There are The registered capital of each PRC Target Company has been fully paid up in accordance with the schedule of payment stipulated in its articles of association, approval documents, certificates of approval and legal person business license (collectively, the “PRC Establishment Documents”) and in compliance with applicable PRC Laws, and there is no outstanding obligations capital contribution commitment. The Establishment Documents of each PRC Target Company has been duly approved and filed in accordance with the laws of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any PRC and are valid and enforceable. The business scope specified in the PRC Establishment Documents of the Company Subsidiary Securities.PRC Target Companies complies in all material respects with the requirements of all applicable PRC Laws, and the operation and conduct of business by, and the term of operation of the PRC Target Companies in accordance with the PRC Establishment Documents is in compliance in all material respects with applicable PRC Laws
Appears in 2 contracts
Sources: Merger Agreement (Borqs Technologies, Inc.), Merger Agreement (Pacific Special Acquisition Corp.)
Subsidiaries. (a) Each Subsidiary of the Company Issuer is a corporation or other entity duly incorporated or organizedincorporated, validly existing and in good standing (to the extent the jurisdiction recognizes the concept) under the laws of its jurisdiction of incorporation or organization and incorporation, has all corporate or other organizational powerspowers and all material governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereofnow conducted. Each such Subsidiary of the Company Issuer is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on Effect.
(b) Except as disclosed in the Company. Section 4.06(a) SEC Reports (as defined below), all of the Company Disclosure Schedule lists the name and jurisdiction of organization outstanding capital stock or other equity securities of each Subsidiary of the Company.
Issuer (bexcept for any directors’ qualifying shares) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicableIssuer, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interestssecurities). There are no issued, reserved for issuance or outstanding (i) securities of the Company Issuer or any Subsidiary of its Subsidiaries the Issuer convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, Issuer or (ii) warrants, calls, options or other rights to acquire from the Company Issuer or any Subsidiary of its Subsidiariesthe Issuer, or other obligations obligation of the Company Issuer or any Subsidiary of its Subsidiaries the Issuer to issue, any capital stock or other stock, voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company Issuer (the items in clauses (i3.07(b)(i) through (iiiand 3.07(b)(ii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company Issuer or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries Issuer to repurchase, redeem or otherwise acquire any of the Company outstanding Subsidiary Securities.
(c) Except as set forth in the SEC Reports, the Issuer has no ownership interest or other investment convertible into or exchangeable for an ownership interest in any Person.
Appears in 2 contracts
Sources: Note Amendment Agreement (Nasdaq Stock Market Inc), Securities Purchase Agreement (Nasdaq Stock Market Inc)
Subsidiaries. (a) Section 3.5(a) of the Disclosure Schedule sets forth a true, correct and complete list of all Subsidiaries of the Company, the shares of Capital Stock of Subsidiaries of the Company, and indicates as to each the type of entity and its jurisdiction of organization. Other than as set forth on Section 3.5(a) of the Disclosure Schedule, neither the Company nor any other Acquired Company has or has ever had any Subsidiaries; and other than the shares of Capital Stock of the Subsidiaries of the Company set forth on Section 3.5(a) of the Disclosure Schedule, the Company does not, and none of the other Acquired Companies, own any Capital Stock or other proprietary interest, directly or indirectly, in any other corporation, limited liability company, association, trust, partnership, joint venture or other entity, and does not have any agreement to acquire any such Capital Stock or other proprietary interest. Section 3.5(a) of the Disclosure Schedule sets forth a true, correct and complete list of the authorized and outstanding Equity Securities (including type thereof) of each Subsidiary of the Company and the record and beneficial owner of such outstanding Equity Securities. All of the outstanding Equity Securities of each Subsidiary of the Company (collectively, the “Subsidiary Shares”) are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with all applicable Legal Requirements. All of the Subsidiary Shares are owned by the Company and the record owner of such outstanding Equity Securities set forth on Section 3.5(a) of the Disclosure Schedule free and clear of all Liens. None of the Subsidiary Shares were issued in violation of any (i) Contract to which any Acquired Company is or was a party or beneficiary or by which any Acquired Company or their respective properties or assets is or was subject or (ii) preemptive or similar rights of any Person.
(b) Each Subsidiary of the Subsidiaries of the Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of its the jurisdiction of its incorporation or organization formation and has all corporate the full power and authority to own or other organizational powers, as applicable, required to own, hold under lease and operate all of its properties and the assets and properties which it owns or holds under lease, to carry on perform all its obligations under the agreements to which it is a party, and to conduct its business as conducted as currently being conducted. Section 3.5(b) of the date hereofDisclosure Schedule sets forth a true, correct and complete list (designated by Subsidiary) of each jurisdiction in which any Subsidiary of the Company is qualified to do business. Each such Subsidiary of the Subsidiaries of the Company is duly qualified to do business and, except as a foreign corporation or other entityset forth on Section 3.5(b) of the Disclosure Schedule, as applicable, and is in good standing in each other jurisdiction where such qualification wherein it is necessary, except for those jurisdictions where failure required to be so qualified has not had in order to own its assets and would not reasonably be expected to have, individually properties or engage in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the Company.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests)its business. There are no issuedoutstanding options, reserved for issuance warrants or outstanding (i) other securities of the Company or any of its Subsidiaries subscription, preemptive or other rights convertible into or exchangeable or exercisable for shares of capital stock any Capital Stock or other equity or voting securities interests of any Subsidiary of the Company and there are no “phantom stock” rights, stock appreciation rights or ownership interests in other similar rights with respect to any Subsidiary of the Company, (ii) warrants, calls, options or other rights . There are no Contracts of any kind to acquire from which the Company or any Subsidiary of its Subsidiaries, the Company is a party or other obligations beneficiary or by which any Subsidiary of the Company or of their respective assets are subject, obligating any Subsidiary of its Subsidiaries the Company to issue, any capital stock deliver, grant or sell, or cause to be issued, delivered, granted or sold, additional Capital Stock of, or other equity or voting securities of or ownership interests in, or any options, warrants or other securities or subscription, preemptive or other rights convertible into into, or exchangeable for any capital stock or exercisable for, Capital Stock of, or other equity or voting securities of or ownership interests in, any Subsidiary of the Company Company, or (iii) restricted sharesany “phantom stock” right, stock appreciation rights, performance units, contingent value rights, “phantom” stock right or other similar securities or rights that are derivative ofright with respect to any Subsidiary of the Company, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, obligating any Subsidiary of the Company to enter into any such Contract.
(the items in clauses (ic) through (iii) being referred The Company has delivered or made available to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations Buyer true, correct and complete copies of the Company or any Organizational Documents of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary each of the Company or any Subsidiaries of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary SecuritiesCompany.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Verisk Analytics, Inc.)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and organization, has all corporate or other organizational powerspowers and all governmental licenses, as applicableauthorizations, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as now conducted, except for those the absence of which would not, individually or in the date hereofaggregate, reasonably be expected to have a Material Adverse Effect on the Company. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on the Company. All "significant subsidiaries", as such term is defined in Section 4.06(a1-02 of Regulation S-X under the Exchange Act (each, a "Significant Subsidiary") of the Company Disclosure Schedule lists the name and jurisdiction their respective jurisdictions of organization of each Subsidiary of incorporation are identified in the Company's annual report on Form 10-K for the fiscal year ended December 31, 1997 (the "Company 10-K") or in Schedule 3.06(a).
(b) All Except for directors' qualifying shares and except as set forth in the Company 10-K, all of the outstanding capital stock of, or other voting securities or ownership interests in, each Significant Subsidiary of the Company, Company is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any material Lien and free of any other material limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Significant Subsidiary of the Company, Company or (ii) warrantsoptions, calls, options warrants or other rights to acquire from the Company or any of its Significant Subsidiaries, and no preemptive or similar rights, subscription or other obligations rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of any Significant Subsidiary of the Company, obligating the Company or any of its Significant Subsidiaries to issue, transfer or sell, any capital stock stock, voting securities or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other stock, voting securities of or ownership interests in, any Significant Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock obligating the Company or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Significant Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment except, in any such case under clause (i) or (ii), to the extent relating to an insignificant equity interest in any Significant Subsidiary (the items in clauses (i3.06(b)(i) through (iiiand 3.06(b)(ii) being referred to collectively as the “"Company Subsidiary Securities”"). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchaseExcept as set forth on Schedule 3.06(b), redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the outstanding Company Subsidiary Securities.
Appears in 2 contracts
Sources: Merger Agreement (Exxon Corp), Merger Agreement (Mobil Corp)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and incorporation, has all corporate or other organizational powerspowers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not reasonably be expected to have, individually or in the date hereofaggregate, a Material Adverse Effect on the Company. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a) All Subsidiaries of the Company Disclosure Schedule lists and their respective jurisdictions of incorporation are identified in the name and jurisdiction of organization of each Subsidiary of the CompanyCompany SEC Documents.
(b) All Except as set forth in Section 5.06(b) of the Disclosure Schedule, all of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company, Company (other than director qualifying shares) is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests), except for such limitations or restrictions arising under applicable securities or other laws. There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, Company or (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through and (iiiii) being referred to collectively as the “Company Subsidiary Securities”"COMPANY SUBSIDIARY SECURITIES"). There are no outstanding obligations Other than securities representing an investment of less than 2% in any publicly traded company and the capital stock or other ownership interests of its Subsidiaries, the Company does not own, directly or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect toindirectly, any debt of capital stock or other ownership interest in any Subsidiary of the Company corporation, partnership, joint venture or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securitiesother entity. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
Appears in 2 contracts
Sources: Merger Agreement (Comshare Inc), Merger Agreement (Comshare Inc)
Subsidiaries. (a) Each Subsidiary Except for the subsidiaries of each of the Company is and WW listed in Schedule 2.3 of the Stockholder Disclosure Letter (each subsidiary of the Company, a corporation "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 other entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powersWW, as applicablethe case may be, required to own, lease and operate all of its properties and assets and to carry except as set forth on its business as conducted as Schedule 2.3 of the date hereof. Each such Subsidiary Stockholder Disclosure Letter, each of the Company is duly qualified to do business as a foreign corporation and WW does not have and has never had any subsidiaries and does not otherwise own and has never otherwise owned any shares of capital stock or any interest in, or control, directly or indirectly, any other corporation, partnership, association, joint venture or other business entity. Schedule 2.3 of the Stockholder Disclosure Letter sets forth the capitalization of each Subsidiary. The Company or WW, as applicablethe case may be, is the record and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a) beneficial owner of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the Company.
(b) All all of the outstanding capital stock ofof each Subsidiary. Schedule 2.3 of the Stockholder Disclosure Letter also sets forth the names of the directors and 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 voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests)applicable charter documents. There are no issuedoptions, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options rights, commitments or other rights agreements of any character, written or oral, to acquire from which either the Company Company, WW or any of its Subsidiaries, Subsidiary is a party or other obligations of the Company or by which it is bound obligating any of its Subsidiaries Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of or obligating any Subsidiary to grant, extend, accelerate the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative vesting of, or provide economic benefits based, directly or indirectly, on change the value or price of, otherwise amend or enter into any capital stock ofsuch option, warrant, call, right, commitment or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”)agreement. There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchaseauthorized stock appreciation, redemptionphantom stock, acquisition or disposition ofprofit participation, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive other similar rights with respect toto any Subsidiary. Getko Canada has no interest in any asset, any debt property or right of any Subsidiary of the Company type or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchasedescription, redeem or otherwise acquire any of the Company Subsidiary Securitiesreal, personal, tangible and intangible.
Appears in 2 contracts
Sources: Merger Agreement (Cendant Corp), Agreement and Plan of Reorganization (Cendant Corp)
Subsidiaries. (a) Each Subsidiary of the Company has been duly organized and is a corporation or other entity duly incorporated or organized, validly existing and and, where such concept is recognized, in good standing under the laws Applicable Laws of the jurisdiction of its jurisdiction of incorporation or organization and organization. Each Subsidiary of the Company has all the requisite corporate or other organizational powers, as applicable, required similar power and authority to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereofit is now being conducted. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entitybusiness, as applicableand, and where such concept is recognized, is in good standing standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification is or good standing necessary, except for those jurisdictions where failure such failures to be so qualified has not had and or in good standing that would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on Effect. The Company has heretofore made available to Parent complete and correct copies of the Companycertificate of incorporation and bylaws or similar organizational or governing documents of each of its Subsidiaries, and all amendments thereto, as currently in effect. None of the Subsidiaries of the Company is in violation of its organizational or governing documents. Section 4.06(a) of the Company Disclosure Schedule lists contains a complete list of all of the name and jurisdiction of organization of each Subsidiary Subsidiaries of the Company.
(b) All Except as set forth in Section 4.06(b) of the Disclosure Schedule, all of the outstanding capital stock of, or other voting securities or ownership interests in, Equity Interests in each Subsidiary of the Company, is Company are owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien Lien, and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, Company or (ii) subscriptions, options, warrants, rights, calls, options contracts or other rights to acquire from the Company or any of its Subsidiaries, or other obligations obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests Equity Interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests Equity Interests in, any Subsidiary of the Company (the items in clauses (i) through and (iiiii) being are referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
Appears in 2 contracts
Sources: Merger Agreement (Thoratec Corp), Merger Agreement (HeartWare International, Inc.)
Subsidiaries. (ai) Each Subsidiary All Subsidiaries of the Company is a corporation or other entity duly incorporated or organizedCompany, validly existing and in good standing under the laws of its jurisdiction their respective jurisdictions of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company is duly their respective jurisdictions where qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except are set forth on Company Disclosure Schedule 3.1(c).
(ii) Except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a) ’s ownership of the Company Subsidiaries as set forth on Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the Company.
(b) All of the outstanding capital stock of3.1(c), or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by neither the Company or other nor any Company Subsidiary of the Company, if applicableowns, directly or indirectly, any Equity Interest in any other Person.
(iii) The Company directly or indirectly is the record and beneficial owner of all of the Subsidiary Interests and such Subsidiary Interests are owned free and clear of all (A) Liens (other than Permitted Liens), (B) transfer restrictions (other than any Lien such transfer restrictions of general applicability under Applicable Law) and free (C) voting agreements, voting restrictions and other agreements or arrangements with respect to the ownership, voting, control or transfer of such Equity Interests. Each Subsidiary Interest was duly authorized and validly issued and is fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the DLLCA), and no Subsidiary Interests have been issued in violation of any other limitation preemptive or restriction (including any restriction similar rights. Except as set forth on the right to voteCompany Disclosure Schedule 3.1(c), sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There there are no issued, reserved for issuance or outstanding (iX) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock no Equity Interests or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or Subsidiaries; (Y) no securities of any of its SubsidiariesCompany Subsidiary convertible into, or other obligations of the Company exchangeable or any of its Subsidiaries to issueexercisable for, any capital stock Equity Interests or other voting securities of any Company Subsidiary; and (Z) no options, warrants, calls, rights, commitments or ownership interests inagreements to which any Company Subsidiary is a party or by which it is bound, in any case obligating such Company Subsidiary to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, any securities convertible into or exchangeable for any capital stock Equity Interests or other voting securities of or ownership interests in, any Subsidiary of the such Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative ofSubsidiary, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “obligating such Company Subsidiary Securities”). There are no outstanding obligations of the Company to grant, extend or enter into any of its Subsidiaries (i) requiring the repurchasesuch option, redemptionwarrant, acquisition call, right, commitment or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securitiesagreement.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Western Gas Partners LP)
Subsidiaries. (ai) Each Subsidiary of the Company is a corporation or other entity duly incorporated or organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and incorporation. Each Subsidiary has all corporate or other organizational powerspower and all governmental licenses, as applicablepermits, authorizations, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as now conducted as of the date hereof. Each such Subsidiary of the Company and is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification is necessary. For purposes of this Agreement, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually "Subsidiary" of the Company means any corporation or in other entity of which all of the aggregate, a Material Adverse Effect on outstanding securities or other ownership interests are owned directly or indirectly by the Company. Section 4.06(a) Unless otherwise noted or as the context shall otherwise require, references herein to the Company shall include the Company and each of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the CompanySubsidiaries.
(bii) All of the outstanding capital stock of, or other voting securities or ownership interests in, of each Subsidiary of the Company, Company is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien lien, encumbrance, security interest or claim whatsoever. The Company Disclosure Schedule sets forth, for each Subsidiary, the outstanding capital stock, jurisdiction of incorporation and free of any other limitation or restriction (including any restriction on the right all jurisdictions in which it is qualified to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests)do business as a foreign corporation. There are no issued, reserved for issuance or outstanding (ia) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, or (iib) warrantsoptions, calls, options warrants or other rights to acquire from the Company or any of its Subsidiaries, or and there is no other obligations obligation of the Company or any of its Subsidiaries to issue, any capital stock stock, voting securities or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other stock, voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (as used herein, the items in clauses term "Company Subsidiary Securities" shall be deemed to include (i) through shares of capital stock or other voting securities of any Subsidiary, (iiiii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations securities of the Company or any Subsidiary convertible into or exchangeable for shares of its Subsidiaries (i) requiring the repurchase, redemption, acquisition capital stock or disposition ofother voting securities of any Subsidiary, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting options, warrants or other rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of to acquire from the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any capital stock, voting agreement with respect to the security or other security convertible into or exchangeable for capital stock or voting securities of any Company Subsidiary SecuritiesSubsidiary). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the outstanding Company Subsidiary Securities. The Company has completed the purchase of the minority interests in its UK Subsidiary and now owns 100% of the outstanding capital stock of such Subsidiary.
Appears in 2 contracts
Sources: Tender Offer Agreement (Orthostrategies Acquisition Corp), Tender Offer Agreement (Langer Biomechanics Group Inc)
Subsidiaries. (a) Section 3.6(a) of the Company Disclosure Letter sets forth a complete and correct list, as of the date of this Agreement, of each Subsidiary of the Company and its place and form of organization.
(b) Each Subsidiary of the Company is a corporation or other entity has been duly incorporated or organized, is validly existing and (where applicable) in good standing under the laws Laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powerspowers and all governmental licenses, as applicableauthorizations, Permits, consents and approvals required to own, lease and operate all of its properties and assets and to carry on its business as conducted as currently conducted, except for those powers, licenses, authorizations, Permits, consents and approvals the absence of the date hereofwhich would not have a Company Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and or in good standing would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect Effect.
(c) Except as set forth on the Company. Section 4.06(a3.6(c) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the Company.
(b) All Letter, all of the outstanding capital stock of or other securities of, or other voting securities or ownership interests in, each Subsidiary of the Company, is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien (other than Permitted Liens) and free of any other limitation or transfer restriction (other than transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities Laws), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There Except as set forth on Section 3.6(c) of the Company Disclosure Letter, there are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its the Company’s Subsidiaries convertible into into, or exchangeable for for, shares of capital stock or other voting securities of of, or ownership interests in in, any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its the Company’s Subsidiaries, or other obligations of the Company or any of its the Company’s Subsidiaries to issue, any capital stock or other voting securities of of, or ownership interests in, or any securities convertible into into, or exchangeable for for, any capital stock or other voting securities of of, or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other securities of, or other voting securities of or ownership interests in, any Subsidiary of the Company Company.
(the items in clauses (id) through (iiiSection 3.6(d) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any Disclosure Letter sets forth a true and complete list of its Subsidiaries (i) requiring all Affiliated Practices, together with the repurchase, redemption, acquisition or disposition of, or containing any right jurisdiction of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale organization of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary each Affiliated Practice and a complete and accurate list of the Company or authorized, issued and outstanding equity interests of each Affiliated Practice as well as, in each case, the name of each Person who holds any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securitiessuch issued and outstanding equity interests. There are is no outstanding obligations of the Company or Contract that grants any of its Subsidiaries Person any option to repurchasepurchase, redeem subscribe for or otherwise acquire any capital stock of any Affiliated Practice (other than as set forth in the applicable Affiliated Practice Documents). Except as set forth on Section 3.6(d) of the Company Subsidiary SecuritiesDisclosure Letter, to the Knowledge of the Company, each Person who currently holds equity interests in an Affiliated Practice satisfies in all material respects any applicable licensure qualifications for ownership of a professional corporation, professional association or professional limited liability company in the state of incorporation or organization of the Affiliated Practice. To the Knowledge of the Company, the Affiliated Practices are in compliance in all material respects with their obligations under their respective management services agreements. To the Knowledge of the Company, each Affiliated Practice Document is in full force and effect and complies in all material respects with all applicable Laws.
Appears in 2 contracts
Sources: Merger Agreement (CVS HEALTH Corp), Merger Agreement (Oak Street Health, Inc.)
Subsidiaries. (a) Each Subsidiary of the Company is a corporation or other entity has been duly incorporated or organized, is validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization and organization, has all corporate or other organizational powerspowers and all governmental licenses, as applicableauthorizations, permits, consents and approvals required to own, lease and operate all of its assets and properties and assets and to carry on its business as conducted now conducted, except for any failure to be so organized, existing and in good standing as and for those licenses, authorizations, permits, consents and approvals the absence of which would not reasonably be expected to have, individually or in the date hereofaggregate, a Company Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as entity and (where applicable, and ) is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Schedule lists the name and jurisdiction of organization of each Subsidiary of the CompanyEffect.
(b) All of the outstanding capital stock of, or other voting securities of, or ownership interests in, each Subsidiary of the Company, Company is owned by the Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests)Lien. There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into into, or exchangeable for for, shares of capital stock or other voting securities of of, or ownership interests in in, any Subsidiary of the Company, (ii) warrantsii)warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of of, or ownership interests in, or any securities convertible into into, or exchangeable for for, any capital stock or other voting securities of of, or ownership interests in, any Subsidiary of the Company or (iii) stock options, restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock units or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of of, or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive other outstanding rights, options, warrants, conversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of kind that obligate the Company or any of its Subsidiaries to repurchase, redeem issue or otherwise acquire sell any of the Company Subsidiary Securities, or giving any Person a right to subscribe for or acquire any Company Subsidiary Securities and no securities or obligations evidencing such rights are authorized, issued or outstanding.
Appears in 2 contracts
Sources: Purchase Agreement (Biomarin Pharmaceutical Inc), Purchase Agreement (Prosensa Holding N.V.)
Subsidiaries. (a) Schedule 3.06(a) sets forth, for each Subsidiary of such Acquired Company, the name, jurisdiction of organization, entity type and equityholders of such Subsidiary, and the equity interests of such Subsidiary held by each such equityholder. Except as set forth on Schedule 3.06(a), there are no (i) other shares of capital stock or other equity securities or voting securities of any Subsidiary of such Acquired Company authorized or outstanding, (ii) securities of any Subsidiary of such Acquired Company convertible into or exchangeable for capital stock or other equity securities or voting securities of such Subsidiary and (iii) outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require any Subsidiary of such Acquired Company to issue, sell or otherwise cause to become outstanding any of its equity interests. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Subsidiary of such Acquired Company. Except as set forth on Schedule 3.06(a), there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary of such Acquired Company or any repurchase, redemption or other obligation to acquire for value any equity interests of any Subsidiary of such Acquired Company. Except as set forth on Schedule 3.06(a), such Acquired Company and its Subsidiaries do not hold any equity, partnership, joint venture or other interest in any Person.
(b) Each Subsidiary of the such Acquired Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, required to own, lease and operate all of its properties and assets and to carry on its business as conducted as of the date hereof. Each such Subsidiary of the Company is duly qualified qualified, licensed or admitted to do business as a foreign corporation or other entity, as applicable, entity and is in good standing in each every jurisdiction where such qualification is necessaryin which the operation of its business or the ownership of its assets requires it to be so qualified, licensed, admitted or in good standing, except for those jurisdictions where a failure to be so qualified has not had and qualified, licensed, admitted or in good standing would not reasonably be expected materially interfere with its conduct of business or ownership of assets.
(c) Except for options to have, individually or purchase and restrictions on transfer which are set forth in the aggregateoperating agreements of such Acquired Companies which are limited liability companies, a Material Adverse Effect on the Company. Section 4.06(a) all of the Company Disclosure Schedule lists the name and jurisdiction of organization outstanding equity interests of each Subsidiary of such Acquired Company are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Company.
(b) All General Corporation Law or Limited Liability Company Act of the State of Delaware or the Business Corporation Act or Limited Liability Company Act of Illinois, as applicable, the governing documents of such Subsidiary or any agreement to which such Subsidiary is a party or otherwise bound. None of the outstanding capital stock of, or other voting securities or ownership equity interests in, each Subsidiary of the Company, is owned by the Subsidiaries of such Acquired Company or other Subsidiary of the Company, if applicable, directly or indirectly, free and clear have been issued in violation of any Lien and free of any other limitation federal or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting state securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) restricting the transfer of, (iii) affecting the voting rights of, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any debt of any Subsidiary of the Company or any of the Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary SecuritiesLaws.
Appears in 2 contracts
Sources: Equity Purchase Agreement (Infrastructure & Energy Alternatives, Inc.), Equity Purchase Agreement (Infrastructure & Energy Alternatives, Inc.)