Xxxxxxx Subsidiaries Sample Clauses

Xxxxxxx Subsidiaries. (a) Schedule 2.2 to the Xxxxxxx Disclosure Letter sets forth (i) each Subsidiary (as defined herein) of Xxxxxxx (the “Xxxxxxx Subsidiaries”) and Xxxxxxx TRS (which Xxxxxxx TRS constitutes the only entity in which Xxxxxxx owns a non-voting equity interest and has no right to control except as set forth in Schedule 2.4 of the Xxxxxxx Disclosure Letter), (ii) the ownership interest therein of Xxxxxxx, (iii) if not directly or indirectly wholly owned by Xxxxxxx, the identity and ownership interest of each of the other owners of such Xxxxxxx Subsidiary or Xxxxxxx TRS, as applicable, (iv) each office property and other commercial property owned by such Xxxxxxx Subsidiary or Xxxxxxx TRS, as applicable, and (v) if not wholly owned by such Xxxxxxx Subsidiary or Xxxxxxx TRS, as applicable, the identity and ownership interest of each of the other owners of such property. As used in this Agreement, “Subsidiary” of any Person (as defined herein) means any corporation, partnership, limited liability company, joint venture, trust or other legal entity of which such Person owns (either directly or through or together with another Subsidiary of such Person) either (i) a general partner, managing member or other similar interest, or (ii)(A) 10% or more of the voting power of the voting capital stock or other voting equity interests, or (B) 10% or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other legal entity. As used herein, “
Sample 1
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Xxxxxxx Subsidiaries. C1 Unsecured Claims Except to the extent that a Holder of an Allowed Unsecured Claim against Xxxxxxx Subsidiaries agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Unsecured Claim against Xxxxxxx Subsidiaries, each Holder of an Allowed Unsecured Claim against Xxxxxxx Subsidiaries shall receive its Pro Rata share of the Xxxxxxx Unsecured Recovery. $[•] [•]%
Sample 1
Xxxxxxx Subsidiaries. (a) Xxxxxxx has no direct or indirect Subsidiaries nor owns any equity interests in any other Person, other than Landmark Bank and the entities set forth in Section 4.5(a) of Xxxxxxx’x Disclosure Memorandum and indirect ownership through Landmark Bank of the entities set forth in Section 4.4(b) of Xxxxxxx’x Disclosure Memorandum. Xxxxxxx or Landmark Bank owns all of the issued and outstanding shares of capital stock (or other equity interests) of the Xxxxxxx Subsidiaries. No capital stock (or other equity interest) of a Xxxxxxx Subsidiary is or may become required to be issued (other than to another Xxxxxxx Entity) by reason of any Equity Rights, and there are no Contracts by which a Xxxxxxx Subsidiary is bound to issue (other than to another Xxxxxxx Entity) additional shares of its capital stock (or other equity interests) or Equity Rights or by which any Xxxxxxx Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of a Xxxxxxx Subsidiary (other than to another Xxxxxxx Entity). There are no Contracts relating to the rights of any Xxxxxxx Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of a Xxxxxxx Subsidiary. All of the shares of capital stock (or other equity interests) of each Xxxxxxx Subsidiary held by a Xxxxxxx Entity are fully paid under the Laws of the applicable jurisdiction of formation and are owned by the Xxxxxxx Entity free and clear of any Lien.
Sample 1
Xxxxxxx Subsidiaries. On or before the Effective Time, -------------------- Xxxxxxx shall (i) cause the directors and officers of each of the Xxxxxxx Subsidiaries to submit their resignations from such positions and (ii) subject to the approval of voting security holders, cause the liquidation and dissolution of the Xxxxxxx Subsidiaries listed on Schedule A hereto. On or ---------- before the Effective Time, all persons listed in Section 3.1(c)(iii)(D) of the Xxxxxxx Disclosure Letter shall sell to Heritage, or as directed by Heritage, for $1,000, the capital stock and other securities listed next to their names in such Section 3.1(c)(iii)(D).
Sample 1

Related to Xxxxxxx Subsidiaries

  • 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.

  • 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.

  • Capitalization; Subsidiaries (a) As of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter.

  • Inactive Subsidiaries The Inactive Subsidiaries do not own any material assets and do not engage in any business activity whatsoever.

  • Organization; Subsidiaries (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary and where the failure to so qualify or be licensed would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

  • Material Subsidiaries Each of the Borrower's Material Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

  • 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]

  • Domestic Subsidiaries On the Effective Date, Schedule 4 sets forth a true and complete list of the Domestic Subsidiaries.

  • 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:

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