Subsidiaries; Equity Investments Clause Samples
Subsidiaries; Equity Investments. 4 2.7 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.8
Subsidiaries; Equity Investments. The Company does not control directly or indirectly, or have any direct or indirect equity participation in any individual, firm corporation, partnership, limited partnership, limited liability company, trust or other entity ("Person").
Subsidiaries; Equity Investments. (a) Each Subsidiary of the Company 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 governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. Each such Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company is owned by the Company, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). All of the outstanding shares of capital stock of each subsidiary of the Company have been validly issued and are fully paid and non-assessable. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary or the Company or (ii) options or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i) and (ii) being referred to collectively as the "Company Subsidiary Securities"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.
(c) Schedule 4.06(c) lists (x) any equity interest in any subsidiary of the Company or any other corporation, partnership, joint venture or other business association or entity owned directly or indirectly by the...
Subsidiaries; Equity Investments. As of the Closing Date, the Company has no Subsidiaries other than those specifically disclosed in part (a) of Schedule 5.16, and has no equity investments in any (i) Permitted Partnership other than those specifically disclosed in part (b) of Schedule 5.16 or (ii) other corporation, partnership or other entity other than those specifically disclosed in part (c) of Schedule 5.16.
Subsidiaries; Equity Investments. 17 6.4 Authority...........................................17 6.5 No Conflict with Other Instruments..................17 6.6
Subsidiaries; Equity Investments. (a) Schedule 3.05(a) hereto lists, for each Significant Subsidiary of the Company, the name of such Subsidiary, together with (i) the jurisdiction and nature (e.g., corporation, partnership, limited liability company) of its organization, (ii) the number and percentage of shares of each class of such Subsidiary's Equity Securities owned by the Company or any of its Wholly-Owned Subsidiaries, (iii) the identity of the record holder(s) and the name and number of shares of each class of such Subsidiary's Equity Securities owned by any Person other than the Company or its Wholly-Owned Subsidiaries, and (iv) the identity of any Person other than the Company or its Wholly-Owned Subsidiaries that has the right (including upon the passage of time or upon the occurrence of specified events) to acquire any of such Subsidiary's Equity Securities. Such list is true, correct and complete as of the date hereof. The Equity Securities of each such Subsidiary owned, directly or indirectly, by the Company are held free and clear of all Liens except as set forth on Schedule 3.05(a), and all Equity Securities of such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable.
(b) Except for the Equity Securities of the Subsidiaries of the Company, the Equity Securities listed on Schedule 3.05(b) hereto, and any Equity Securities acquired after the date hereof in transactions permitted pursuant to Section 7.02(a) hereof, the Company does not, directly or indirectly, (i) Beneficially Own or own of record any Equity Securities of, or any other equity interest in, any other Person or (ii) have any other equity investment or other ownership interest in any other Person other than, in each case, such investments or other ownership interests valued at less than $1,000,000 individually and $5,000,000 in the aggregate.
(c) Other than as set forth on Schedule 3.05(c) hereto, as of the date hereof, neither the Company nor any of its Significant Subsidiaries is obligated, pursuant to any agreement or instrument applicable to the Company or such Subsidiary, to purchase any Equity Securities of, or make any other equity investment in, any Person, other than such Equity Securities or other equity investments valued at less than $1,000,000 individually and $5,000,000 in the aggregate.
(d) Schedule 1.01(D) hereto includes all Subsidiaries of the Company that are "Significant Subsidiaries" (as such term is defined in Regulation S-X under the Exchange Act, as i...
Subsidiaries; Equity Investments. (i) (A) Section 5.02(c)(i) of Parent Disclosure Schedule lists the name, jurisdiction of incorporation and record and beneficial owners of the outstanding shares of capital stock for each direct or indirect Subsidiary of Parent, (B) Parent owns, directly or indirectly, all the issued and outstanding equity securities of each of its Subsidiaries, (C) no equity securities of any of its Subsidiaries are or may become required to be issued (other than to Parent or any of its wholly owned Subsidiaries) by reason of any Right or otherwise, (D) there are no contracts, commitments, understandings or arrangements by which any of its Subsidiaries is or may be bound to sell or otherwise transfer any of its equity securities (other than to Parent or any of its wholly owned Subsidiaries), (E) there are no contracts, commitments, understandings, or arrangements relating to Parent’s rights to vote or to dispose of such securities and (F) all the equity securities of Parent’s Subsidiaries held by Parent or its Subsidiaries are fully paid and nonassessable and are owned by Parent or its Subsidiaries free and clear of any Liens.
(ii) Each of Parent’s Subsidiaries (A) has been duly organized and is validly existing under the laws of the jurisdiction of its organization, (B) has all requisite corporate power and authority necessary for it to own or lease its properties and assets and to carry on its business as now conducted and (C) is duly licensed or qualified to do business in each jurisdiction where its ownership or leasing of property or the conduct of its business requires it to be so licensed or qualified. The articles of incorporation, bylaws and similar governing documents of each Subsidiary of Parent, copies of which have been delivered or made available to the Company, are true, complete and correct copies of such documents as in effect as of the date of this Agreement.
(iii) Parent Bank is the only Subsidiary of Parent that is an insured depository institution. The deposit accounts of Parent Bank are insured by the FDIC to the maximum extent provided by applicable law, and Parent Bank has paid all deposit insurance premiums and assessments required by applicable laws and regulations.
(iv) Except for securities and other interests held in a fiduciary capacity and beneficially owned by third parties or taken in consideration of debts previously contracted and for securities listed in Section 5.02(t) of the Parent Disclosure Schedule, Parent does not own beneficially...
Subsidiaries; Equity Investments. (a) As of the Closing Date neither the Parent Guarantor nor the Borrower has (a) any Subsidiaries other than those specifically disclosed in part (a) of Schedule 3.12 (as such Schedule may be updated on or prior to the Closing Date in accordance with Section 4.02(l)), and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by the Loan Party indicated on Schedule 3.12, or (b) any equity investment in any other corporation or other entity other than those specifically disclosed in part (b) of Schedule 3.12, and such investments described in part (b) of Schedule 3.12 (as such Schedule may be updated on or prior to the Closing Date in accordance with Section 4.02(l)).
(b) From and after the Closing Date the Parent Guarantor will have no Subsidiaries other than the Borrower, the Borrower’s Subsidiaries, any Finance Subsidiaries and any Loan Parties.
Subsidiaries; Equity Investments. The Company does not own or control, directly or indirectly, or have the power to vote the shares of, any capital stock or other ownership interests of any Person.
Subsidiaries; Equity Investments. The Company has not controlled directly or indirectly, or had any direct or indirect equity participation in any corporation during the five-year period preceding the date hereof.