The Company and Subsidiaries Sample Clauses

The Company and Subsidiaries. The Disclosure Schedule completely and accurately lists and fully describes all Orders outstanding against the Company or any of its Subsidiaries. In addition, the Disclosure Schedule completely and accurately lists and fully describes each pending, and, to the Company's or the Seller's knowledge, each threatened, Legal Proceeding that has been commenced, brought or asserted by (i) the Company or any of its Subsidiaries, as the case may be, against any Person or (ii) any Person against the Company or any of its Subsidiaries, as the case may be. Neither the Company nor the Seller has knowledge of the existence of any fact, event, condition or circumstance that could reasonably be expected to give rise to the commencement of any Legal Proceeding or the entering of any Order against either the Company or any of its Subsidiaries by any Person.
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The Company and Subsidiaries. (a) Schedule 5.4(a) of the Disclosure Schedule sets forth the name of the Company and each of the Subsidiaries, and, with respect to the Company and each of the Subsidiaries, its registered number, its date of incorporation, its registered office, its directors and secretary, the jurisdiction in which it is incorporated or organized, the number of shares of its authorized capital stock, the number and class of shares thereof duly issued and outstanding, the names of all stockholders or other equity owners and the number of shares of stock owned by each stockholder or the amount of equity owned by each equity owner. Each allotted and issued share of each Subsidiary is legally and beneficially owned by the Company or a Subsidiary and all such shares have been properly issued and allotted and are fully paid or credited as fully paid. The shares in each Subsidiary are free from any Lien and there is no agreement or commitment outstanding to create a Lien in relation to any unissued shares in a Subsidiary in favor of any other person, and no claim has been made by any person to be entitled to any. The outstanding shares of capital stock or equity interests of the Company and each of the Subsidiaries are validly issued, fully paid and non-assessable and were not issued in violation of any preemptive or similar rights. All such shares or other equity interests represented as being owned by the Company or any of the Subsidiaries are owned by them free and clear from any Lien. No shares of capital stock are held by the Company or any of the Subsidiaries as treasury stock. There is no existing option, warrant, call, right or Contract to which the Company or any Subsidiary is a party requiring, and there are no convertible securities of the Company or any of the Subsidiaries outstanding which upon conversion would require, the issuance of any shares of capital stock or other equity interests of the Company or any of the Subsidiaries or other securities convertible into shares of capital stock or other equity interests of the Company or any of the Subsidiaries. The Company does not own, directly or indirectly, any capital stock or equity securities of any Person other than the Subsidiaries.
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The Company and Subsidiaries. SELECTED CONSOLIDATED FINANCIAL INFORMATION (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) THREE MONTHS ENDED YEAR ENDED -------------------------- ---------------------------------------- APRIL 3, APRIL 4, JANUARY 2, JANUARY 3, DECEMBER 28, 1999 1998 1999 1998 1996 ------------ ------------ ------------ ------------ ------------ (UNAUDITED) Statement of Income Data: Operating Revenues............................. $ 183,784 $ 171,800 $ 724,948 $ 667,374 $ 563,913 Transportation Costs........................... 162,334 151,242 636,745 582,843 489,292 ------------ ------------ ------------ ------------ ------------ Net Revenues................................... 21,450 20,558 88,203 84,531 74,621 Operating Expenses Salaries and related costs................... 5,099 4,468 18,118 17,894 16,501 Selling, general and administrative expenses................................... 12,925 13,340 53,496 54,279 47,915 Total operating expenses..................... 18,024 17,808 71,614 72,173 64,416 Operating Income............................... 3,426 2,750 16,589 12,358 10,205 Interest and Other (Income)/Expense, Net....... (385) (55) 372 (359) 253 ------------ ------------ ------------ ------------ ------------ Income Before Provision for Income Taxes....... 3,811 2,805 16,217 12,717 9,952 Provision for Income Taxes..................... 1,543 1,178 6,649 5,341 4,180 ------------ ------------ ------------ ------------ ------------ Net Income................................... $ 2,268 $ 1,627 $ 9,568 $ 7,376 $ 5,772 Net Income per Common Share:..................... $ 0.25 $ 0.18 $ 1.07 $ 0.80 $ 0.63 Net Income per Common Share, Assuming Dilution:............................. $ 0.24 $ 0.17 $ 1.01 $ 0.76 $ 0.60 Average Common Shares and Equivalents Outstanding: Basic.......................................... 8,955 8,939 8,930 9,185 9,211 Diluted........................................ 9,411 9,467 9,449 9,699 9,616 Balance Sheet Data: Working Capital................................ 28,571 18,480 25,381 17,860 20,030 Total Assets................................... 117,513 98,840 123,068 108,010 93,597 Long-Term Obligations.......................... 651 876 712 945 601 Shareholders' Investment....................... 43,577 33,778 41,243 32,122 30,038 Except as otherwise noted in this Offer to Purchase, all of the information with respect to the Company set forth in this Offer to Purchase has been derived from publicly available information. Although Ocean Group, Parent and Purc...
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The Company and Subsidiaries jointly and severally agree to indemnify Indemnitee for, and hold Indemnitee harmless from and against, any Losses or Expenses at any time incurred by or assessed against Indemnitee arising out of or in connection with the service of Indemnitee as a director or officer of the Company or of an Affiliate (collectively referred to as an "Officer or Director of the Company") to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification. Without diminishing the scope of the indemnification provided by this Section, the rights of indemnification of Indemnitee provided hereunder shall include but shall not be limited to those rights set forth hereinafter.
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The Company and Subsidiaries. 4.1 The Company is duly incorporated and validly exists under the law of its place of incorporation.
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Related to The Company and Subsidiaries

  • Capitalization of the Company and its Subsidiaries The -------------------------------------------------- authorized capital stock of the Company consists of (i) 150,000,000 Shares of which, as of February 19, 1999, 56,419,890 Shares were issued and outstanding and (ii) 20,000,000 shares of Preferred Stock, par value of $0.01 per share, of which, as of February 19, 1999, no shares were issued and outstanding. All outstanding shares of capital stock of the Company have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of February 19, 1999, Employee Options to purchase an aggregate of 6,569,342 Shares were outstanding and the weighted average exercise price of such Employee Options was $14.21 per Share. Except as set forth above or in Schedule 4.2, and except as a result of the exercise of Employee Options outstanding as of February 26, 1999, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company and (iv) no equity equivalents, "phantom" stock rights, stock appreciation rights, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "Company Securities"). Except as set ------------------- forth in Schedule 4.2 or as contemplated by this Agreement or the Stockholders Agreement, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth in Schedule 4.2, 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 directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth in Schedule 4.2, there are no existing options, ----- calls or commitments of any character relating to the issued or unissued capital stock or other securities of any subsidiary of the Company. Except as set forth in Schedule 4.2, and the Stockholders Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound with respect to the voting of any shares of capital stock of the Company or any of its subsidiaries or with respect to the registration of the offering, sale or delivery of any shares of capital stock of the Company or any of its subsidiaries under the Securities Act. There are not any bonds, debentures, notes or other indebtedness of the Company or its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote ("Voting Company Debt"). -------------------

  • Company Subsidiaries As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

  • GROUP COMPANIES Guangzhou Yatsen Ecommerce Co., Ltd. (广州逸仙电子商务有限公司) (Seal) By: /s/ Xxxxxxx Xxxxx Name: XXXXX Xxxxxxx (黄锦峰) Title: Legal Representative Guangzhou Yatsen Cosmetic Co., Ltd. (广州逸仙化妆品有限公司) (Seal) By: /s/ Xxxxx Xxxx Name: XXXX Xxxxx (陈宇文) Title: Legal Representative Huizhi Weimei (Guangzhou) Commercial and Trading Co., Ltd. (汇智为美（广州）商贸有限公司) (Seal) By: /s/ Xxxxxxx Xxxxx Name: XXXXX Xxxxxxx (黄锦峰) Title: Legal Representative Perfect Diary Cosmetics (Guangzhou) Co., Ltd. (完美日记化妆品(广州)有限公司) (Seal) By: /s/ Xxxxxxx Xxxxx Name: XXXXX Xxxxxxx (黄锦峰) Title: Legal Representative [Signature Page to the Share Purchase Agreement –Yatsen Holding Limited]

  • Investments and Subsidiaries (a) The Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except:

  • Incorporation and Good Standing of the Company and its Subsidiaries The Company has been duly incorporated and is validly existing as a corporation in good standing under the law of its jurisdiction of incorporation with full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly authorized and are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claims.

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

  • Capitalization and Subsidiaries Borrower’s capitalization as of the Closing Date is set forth on Schedule 5.14 annexed hereto. Borrower does not own any stock, partnership interest or other securities of any Person, except for Permitted Investments. Attached as Schedule 5.14, as may be updated by Borrower in a written notice provided after the Closing Date, is a true, correct and complete list of each Subsidiary.

  • The Company (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

  • Related Entities If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article, the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent of Landlord shall not be required with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) has a Net Worth at least equal to the Net Worth of Tenant as of the Effective Date, and (iii) proof satisfactory to Landlord of such Net Worth is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction (or promptly thereafter if prior notice is prohibited by any applicable Requirements). Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s prior written consent notwithstanding the provisions of this Section 13.6.

  • Non-Company Business Except with the prior written consent of the Board, Executive will not during the term of Executive’s employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of Executive’s duties hereunder.

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