Transferred Subsidiaries. Prior to Closing, Parent shall and shall cause its Subsidiaries to:
Transferred Subsidiaries. The Company represents and warrants as to each of the Transferred Subsidiaries as follows:
Transferred Subsidiaries. (a) Section 2.4(a) of the Seller Disclosure Letter contains a complete and accurate list (i) of the Transferred Subsidiaries, including, for each of such Transferred Subsidiaries, (w) its name, (x) its jurisdiction of organization, (y) all issued and outstanding shares of capital stock of such Transferred Subsidiaries (such interests, collectively, the “Transferred Subsidiaries Interests”) and (z) the holder of record of each of the Transferred Subsidiary Interests and (ii) the Joint Venture and any other minority investment or other equity interests held by any Transferred Subsidiary or otherwise primarily related to the Business, including (w) its name, (x) its jurisdiction of organization, (y) the shares of capital stock or other equity interests held by Seller or its Controlled Affiliates and (z) the holder of record of such shares or other equity interests.
Transferred Subsidiaries. (a) As of the Effective Time, (i) Spinco or another Transferred Subsidiary will own, directly or indirectly, all equity interests in the Transferred Subsidiaries (other than Spinco), in substantially the manner set forth in Section 4.03(a) of the TDCC Disclosure Letter, in each case, free and clear of all Encumbrances other than restrictions imposed by applicable securities Laws; (ii) all equity interests in the Transferred Subsidiaries will have been duly authorized, validly issued, fully paid and non-assessable; and (iii) there will be no outstanding options, warrants, convertible debt, other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the equity interests in the Transferred Subsidiaries.
Transferred Subsidiaries. Prior to the Closing, Seller shall convert Bucksport Leasing Company into a Delaware limited liability company in accordance with Section 266 of the Delaware General Corporation Law; provided, however, that Buyer shall bear the filing fees and legal expenses incurred by Seller associated with such conversions. Seller shall not make an election pursuant to Treasury Regulation Section 301.7701-3 with respect to Bucksport Leasing Company to be classified as an association taxable as a corporation for U.S. federal Income Tax purposes.
Transferred Subsidiaries. (a) Section 3.3 of the Seller Disclosure Letter sets forth for each Transferred Subsidiary: (i) its authorized capital stock; (ii) number and type of its issued and outstanding shares of capital stock, partnership interests or similar ownership interests; and (iii) the current ownership of such shares, partnership interests or similar ownership interests. All of the Transferred Shares are validly issued, fully paid and nonassessable. None of the Transferred Shares were issued in violation of any preemptive rights and there are no options, warrants, convertible securities, rights of first refusal or first offer or other rights, agreements, arrangements or commitments relating to the Transferred Shares or obligating either Seller, Selling Subsidiaries or Transferred Subsidiaries to issue or sell any Transferred Shares, or any other interest in, the Transferred Subsidiaries. There are no outstanding Contracts of the Transferred Subsidiaries to repurchase, redeem or otherwise acquire any shares of common stock or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Transferred Shares constitute all of the issued and outstanding capital stock of the Transferred Subsidiaries and are owned of record and beneficially by Seller or a Selling Subsidiary free and clear of all Encumbrances other than any Encumbrances that will be released at Closing. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Transferred Shares.
Transferred Subsidiaries. (a) Each Transferred Subsidiary is a legal entity duly organized, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its organization or incorporation, which are set forth in Section 3.04(a) of the Disclosure Schedule. Each Transferred Subsidiary has the requisite corporate (or similar organizational) power and authority and possesses all permits, licenses, franchises, exemptions of, approvals or authorizations from any Governmental Entity (“Permits”) necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to carry on its business as currently conducted and as contemplated to be conducted, other than such Permits the lack of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Prior to the date hereof, complete and correct copies of the organizational documents of each Transferred Subsidiary have been made available to Purchaser and such organizational documents remain in full force and effect as of the date hereof.
Transferred Subsidiaries. (a) To the extent such legal concepts exist in the applicable jurisdiction, each Transferred Subsidiary is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization.
Transferred Subsidiaries. (i) Except as set forth in Section 3.1(c)(i) of the PMSI Disclosure Schedule, none of the direct or indirect subsidiaries (as defined in Section 9.3) of PMSI comprising the Transferred Assets (collectively, the "Transferred Subsidiaries") or the Belgian Subsidiaries, owns, operates or leases any assets in, conducts any business in, has any sales in or into or attributable to, or otherwise derives any revenues or other income from the United States of America or any of its territories or possessions. Upon payment for the Transferred Assets (including, without limitation, all of the Capital Stock of each of the Transferred Subsidiaries) as herein provided and assuming the Acquiror has the requisite power and authority to be the lawful owner of such assets, the Acquiror will acquire good title thereto, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") (other than (x) Liens created by the Acquiror and (y) the requirements of any applicable securities laws respecting limitations on the subsequent transfer of securities). Upon transfer of the Capital Stock of the Belgian Subsidiaries as provided in Section 1.3 (the "Belgian Transfer"), assuming the Acquiror has the requisite power and authority to be the lawful owner thereof, the Acquiror will acquire good title thereto, free and clear of all Liens (except as contemplated by the preceding sentence). All of the Capital Stock of each Transferred Subsidiary and each Belgian Subsidiary are owned (of record and beneficially) by PMSI, by another wholly owned subsidiary of PMSI or by PMSI and another such wholly owned subsidiary, in each case as set forth in Schedules I and II hereto. All of the outstanding shares of Capital Stock of each of the Transferred Subsidiaries and each of the Belgian Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. The Transferred Assets will include all of the Capital Stock of each of the Transferred Subsidiaries. Except as otherwise specifically set forth by the Allocation Agreement or as specifically set forth in Section 3.1(c)(ii) of the PMSI Disclosure Schedule, as of the Closing (or the date of the Belgian Transfer in the case of the Belgian Subsidiaries), the Transferred Subsidiaries and the Belgian Subsidiaries shall be the sole and exclusive owners (free of all Liens) of all assets, rights, businesses and properties used...
Transferred Subsidiaries. Original stock certificates (if available) relating to those subsidiaries transferred to the FDIC Manager listed on Exhibit 3.1(g) attached hereto (the "Transferred Subsidiaries"), which shall be the only subsidiaries transferred to the FDIC Manager; (h)
