Subsidiary Equity Interests Clause Samples
The Subsidiary Equity Interests clause defines the rights, ownership, or control that a parent company holds in its subsidiary entities. Typically, this clause outlines the extent of the parent’s shareholding, voting rights, or other forms of equity participation in subsidiaries, and may specify restrictions on transferring or encumbering these interests. Its core practical function is to clarify the parent company’s stake in its subsidiaries, ensuring transparency and protecting the interests of both the parent and any third parties involved in transactions or agreements.
Subsidiary Equity Interests. The Subsidiary Equity Interests will be retained and the legal, equitable, and contractual rights to which the holder of such Allowed Subsidiary Equity Interests is entitled will remain unaltered.
Subsidiary Equity Interests. The record and beneficial ownership of the equity interests in each of the Subsidiaries directly or indirectly owned by the Targets owned by such Seller (the “Subsidiary Equity Interests”) is set forth in Section 3.6(a) of the Seller Disclosure Schedule. The Subsidiary Equity Interests constitute all of the issued and outstanding equity interests in the Subsidiaries of the Targets owned by any Seller. No Target owned by a Seller nor any Subsidiary thereof directly or indirectly owns any equity, partnership, membership or similar interest in, or any interest convertible into, exercisable for the purchase of, or exchangeable for, any such equity, partnership, membership or similar interest, or is under any current or prospective obligation to form or participate in, provide funds to, make any loan, capital contribution or other investment in, or assume any liability or obligation of, any other Person. The Subsidiary Equity Interests of each Seller are held free and clear of any Encumbrance, other than Permitted Encumbrances. There are no outstanding obligations, options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any kind relating to the Subsidiary Equity Interests of a Seller or obligating any Subsidiary of any Target owned by such Seller to issue or sell any shares of capital stock of, or any other interest in, any such Subsidiary. There are no outstanding contractual obligations of any Subsidiary of any Target owned by a Seller to repurchase, redeem or otherwise acquire any Subsidiary Equity Interests of such Seller, other than the preferred shares held by the REIT II Preferred Shareholders. There are no agreements or understandings in effect with respect to the voting or transfer of any Subsidiary Equity Interests of any Seller.
Subsidiary Equity Interests. The Company and Holdings shall retain all of their issued and outstanding shares of stock of, or membership interests in, their respective subsidiaries, subject to tax and accounting considerations. Executory Contracts: All executory contracts and unexpired leases not specifically assumed or rejected prior to the date on which the Plan is confirmed, or set forth on a schedule of contracts to be assumed and/or rejected as of the Effective Date pursuant to the order confirming the Plan (the “Confirmation Order”), shall be rejected on and as of the Effective Date.
Subsidiary Equity Interests. (a) Unless and until an Event of Default shall have occurred and shall be continuing, the Grantor shall be entitled to exercise all voting and consensual powers and rights pertaining to the Subsidiary Equity Interests or any part thereof for all purposes not inconsistent with the terms of this Agreement and, except as herein provided or in the Credit Agreement, shall be entitled to receive and retain all dividends paid in respect of any of the Subsidiary Equity Interests or any part thereof. Upon and after the occurrence of an Event of Default and so long as the same is continuing, the Lender shall have the right to the extent permitted by applicable law (but shall not be obligated to exercise such right), and the Grantor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and give consents, ratifications and waivers, and take any other action with respect to any or all of the Subsidiary Equity Interests with the same force and effect as if the Lender were the owner thereof.
(b) All dividends paid or payable in stock or other Equity Interests or property representing stock or other Equity Interests in any Subsidiary of the Grantor, and all subscription warrants or any other rights or options issued in connection with the Subsidiary Equity Interests, and all liquidating dividends or distributions or return of capital upon or in respect of the Subsidiary Equity Interests or any part thereof, or resulting from any split, revision or reclassification of the Subsidiary Equity Interests or any part thereof or received in exchange for the Subsidiary Equity Interests or any part thereof as a result of a merger, consolidation or otherwise, shall be paid or transferred directly to the Lender, or if paid to or received by the Grantor, shall, immediately upon receipt thereof, be paid over, transferred and delivered to the Lender and shall be Collateral pledged under and subject to the terms of this Agreement.
(c) The powers conferred on the Lender pursuant to this Section 4.6 are conferred solely to protect the Lender’s interest in the Subsidiary Equity Interests and shall not impose any duty or obligation on the Lender to perform any of the powers herein conferred. No exercise of any of the rights provided for in this Section 4.6 shall constitute a retention of collateral in satisfaction of the Obligations as provided for in the UCC.
Subsidiary Equity Interests. All capital stock issued by each direct Subsidiary of any Debtor that is not an Immaterial Subsidiary is duly authorized and validly issued, fully paid and non-assessable and, to the extent specified on Schedule C to the Security Agreement, represented by certificates. As of the date hereof, the percentage of the issued and outstanding capital stock of each Subsidiary of such Debtor pledged by such Debtor hereunder is as set forth on Schedule C hereto.
Subsidiary Equity Interests. All equity interests of Vascular Devices, LLC (the “Subsidiary”) held by the Seller.
Subsidiary Equity Interests. The Company is the sole legal and, under applicable Dutch Law, beneficial (juridische en economische eigenaar) owner of the Subsidiary Equity Interests. The Subsidiary Equity Interests constitute one hundred percent (100%) of the entire issued and outstanding share capital of Admatec and Formatec, respectively.
Subsidiary Equity Interests. (a) The Subsidiary Equity Interests are hereby duly and validly pledged and hypothecated to the Lender, and the Subsidiary Equity Interests are genuine, free from any restriction on transfer (unless such restriction is noted on any certificate), duly and validly authorized and issued, enforceable in accordance with their terms, and fully paid.
(b) The Equity Interests described in Exhibit E attached hereto represent one hundred percent (100%) of the issued and outstanding Equity Interests (voting or otherwise) of each of the applicable Subsidiaries of the Grantor, unless specified or disclosed otherwise in Exhibit E.
Subsidiary Equity Interests. The Company shall retain all of its issued and outstanding shares of stock of, or membership interests in, the Subsidiary Debtors (as defined in the Plan).