Selected Subsidiaries definition
Examples of Selected Subsidiaries in a sentence
One of the Seller, the Excluded Division Subsidiaries and the Selected Subsidiaries holds of record and owns beneficially all of the outstanding shares of each Selected Subsidiary, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state and foreign securities laws), lien for Taxes, Security Interests, options, warrants, purchase rights, Contracts, commitments, equities, claims, and demands.
Neither Seller nor any of the Selected Subsidiaries is a party to any Tax allocation or sharing agreement.
None of the Seller, or the Selected Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust, or other business association with respect to the Division which is not a Selected Subsidiary.
None of the Selected Subsidiaries has been a United States real property holding corporation within the meaning of Code Section 897(c)(2), during the applicable period specified in Code Section 897(c)(1)(A)(ii).
None of the Selected Subsidiaries is in default under or in violation of any provision of its charter or, if applicable, bylaws.
There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require any of the Seller and its Subsidiaries to sell, transfer, or otherwise dispose of any capital stock of any of the Selected Subsidiaries or that could require any Selected Subsidiary to issue, sell, or otherwise cause to become outstanding any of its own capital stock (other than this Agreement).
All transfer prices between Seller and any Selected Subsidiary, and among Selected Subsidiaries, including any payments for pre-existing intangibles with respect to any cost sharing arrangement, are supported by documentation meeting the requirements of Code Section 6662(e)(3)(B), copies of which have been provided to Buyer.
The Seller shall cause legal opinions to be delivered at the Closing for the Selected Subsidiaries organized or incorporated under the laws of Canada, Cayman, England and Wales, and Japan.
All of the shares of capital stock of the Subsidiaries have been, or with respect to Selected Subsidiaries the outstanding Membership Interest of each Selected Subsidiary, if converted or merged, will be, duly authorized and validly issued.
A master services agreement (the “Master Services Agreement”) was entered into by LSHK with GGMC and GOMC on 30 June 2011 for provision of services by GGMC or GOMC to LSHK and/or the Selected Subsidiaries.