Partner Subsidiary definition
Examples of Partner Subsidiary in a sentence
Each Merger Partner Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Merger Partner.
All of the outstanding shares of capital stock, membership interests or other equity interests, as the case may be, of each of RMT Partner Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable (to the extent applicable) and free of preemptive rights, with no personal liability attaching to the ownership thereof.
Merger Partner has made available to Company the instruments or other documents relating to all indebtedness of Merger Partner or any Merger Partner Subsidiary for borrowed money the principal balance of which is $250 million or more, whether such indebtedness is direct or indirect, primary or secondary, by guarantee or otherwise.
Merger Partner and each Merger Partner Subsidiary have complied in all material respects with all laws relating to the employment and safety of labor, including provisions relating to wages, hours, benefits, collective bargaining and all applicable occupational safety and health acts, laws and regulations except, in each case, where the failure to be in compliance would not have, individually or in the aggregate, a Material Adverse Effect on Merger Partner.
Except as disclosed in Schedule 5.3, there are no outstanding options or rights to subscribe to, or any contracts or commitments to issue or sell any shares of the capital stock or any securities or obligations convertible into or exchangeable for, or giving any person any right to acquire, any shares of the capital stock of any Merger Partner Entity to which Merger Partner or any Merger Partner Subsidiary is a party.
Except as disclosed in Schedule 5.3, there are no voting trusts or other agreements or understandings with respect to the voting of capital stock of Merger Partner or any Merger Partner Subsidiary to which Merger Partner or any Merger Partner Subsidiary is a party.
Company shall not, directly or indirectly, make or own any Investment in any Person except Investments in Cash and Cash Equivalents, Permitted Investments, Retail Loans and Leases (and property received from time to time in connection with the workout or insolvency of any Obligor), Permitted Investments in the Controlled Accounts and investments in a Permitted Channel Partner Subsidiary.
Except as disclosed in Schedule 5.10 or in the Merger Partner Reports, neither Merger Partner nor any Merger Partner Subsidiary is a party to any pending or, to the Knowledge of Merger Partner, threatened, claim, action, suit, investigation or proceeding which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Merger Partner.
All of the capital stock of each Merger Partner Subsidiary has been duly authorized, and is validly issued, fully paid and nonassessable.
The insurance maintained by Merger Partner and the Merger Partner Subsidiaries insures against risks and liabilities to the extent and in the manner reasonably deemed appropriate and sufficient by Merger Partner or such Merger Partner Subsidiary, and the coverage provided thereunder will not be materially and adversely affected by the Merger.