Company Subsidiaries. Schedule 4.3 lists each of the Company's directly and indirectly owned Subsidiaries (individually a "Company Subsidiary" and, collectively, the "Company Subsidiaries"). Except as set forth in Schedule 4.3, the Company does not own, directly or indirectly, any material interest in any Person. Schedule 4.3 sets forth, with regard to each of the Company Subsidiaries, a true and complete list of (i) its name and jurisdiction of incorporation, formation or organization, as the case may be, (ii) its authorized capital stock, membership interests or other equity interests, as the case may be, (iii) the number of shares of capital stock, membership interests or other equity interests, as the case may be, of each class thereof outstanding, (iv) the number of shares of capital stock, membership interests or other equity interests, as the case may be, of each class owned by the Company or a Company Subsidiary and (v) the names and titles of its managers, directors and executive officers. Except as set forth in Schedule 4.3, no shares of capital stock, membership interests or other equity interests, as the case may be, or any other security (including any debt security) of any Company Subsidiary is held by any Person or entity other than the Company or one or more of the Company Subsidiaries. Each Company Subsidiary is a corporation, limited liability company or other business entity validly existing under the laws of the jurisdiction of its incorporation, formation or organization, as the case may be, and has the power and authority to carry on its business as now being conducted and to own and operate the properties and assets now owned and being operated by it. The Company has made available to HTI Acquisition complete and correct copies of each of the Company Subsidiary's certificate of incorporation and bylaws, certificate of formation and limited liability company agreement or other organizational documents, as the case may be, as in effect on the date hereof. Each Company Subsidiary is duly qualified or licensed to do business and in good standing in each of the respective jurisdictions listed in Schedule 4.3. No Company Subsidiary is required to be qualified or licensed to do business as a foreign corporation, limited liability company or other business entity in any other jurisdiction except such jurisdictions, if any, in which the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Company Mate...
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.
Company Subsidiaries. All the outstanding shares of capital stock, voting securities of, and other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of (a) all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) and (b) any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except, in the case of the foregoing clauses (a) and (b), as imposed by this Agreement, the Organizational Documents of the Company Subsidiaries or applicable securities Laws. Section 3.02 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of the Company Subsidiaries. The Company has made available to Parent true and complete copies of the articles of incorporation and bylaws (or equivalent Organizational Documents) of each Company Subsidiary in effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary owns any shares of capital stock or voting securities of, or other equity interests in, any Person other than the Company Subsidiaries.
Company Subsidiaries. Section 3.6 of the Company Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding capital stock of, or other voting securities or ownership interests in, each of the Company Subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests (other than restrictions under the Securities Act and the Exchange Act). There are no outstanding (a) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary 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 Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the na...
Company Subsidiaries. For purposes of this Agreement, the term "Company" shall include all subsidiaries of the Company.
Company Subsidiaries. (a) The Company’s direct and indirect Subsidiaries, together with their jurisdiction of incorporation or organization, as applicable, are listed on Schedule 4.2(a) of the Company Disclosure Letter (the “Company Subsidiaries”). Each Company Subsidiary has been duly formed or organized and is validly existing under the Legal Requirements of its respective jurisdiction of incorporation or organization and has the requisite power and authority to own, lease and operate its assets and properties and to conduct its business as now being conducted, except where the failure to be so formed, organized or existing, or to have such power and authority, would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. The Company has previously provided to Parent or its representatives true and complete copies of the Charter Documents of the Company Subsidiaries, as amended and currently in effect.
Company Subsidiaries. (a) The only Subsidiaries of the Company are the entities listed in Schedule II (collectively, the “Company Subsidiaries,” and each separately a “Company Subsidiary”). Schedule II correctly sets forth the name of each Company Subsidiary, the jurisdiction of its organization, the name of the Persons owning the outstanding equity interests of such Company Subsidiary (each such Person other than the Company, a “Subsidiary Owner,” and collectively, the “Subsidiary Owners”) and the number, nature and legal and beneficial owners of the equity interests of such Company Subsidiary. Each Company Subsidiary is duly organized, validly existing and in good standing under the Applicable Laws of its jurisdiction of organization, and has all company or corporate power to own its properties and to carry on its business as presently conducted and is qualified to do business as a foreign entity in every jurisdiction in which the nature of its business or the location of its properties requires such qualification, except where the lack of such qualification would not have a Company Material Adverse Effect. All of the equity interests of each Company Subsidiary have been duly authorized, are validly issued, fully paid and nonassessable and as of the date of this Agreement all of such equity interests are collectively owned by the Subsidiary Owners and the Company, free and clear of all Liens, excepting only such restrictions upon transfer, if any, as may be imposed by Applicable Law. Effective as of immediately prior to the Closing, and contingent only upon the Closing and payment by Parent or the Purchaser of the Company Subsidiary Purchase Amounts on behalf of the Company to the Subsidiary Owners pursuant to the Subsidiary Purchase Agreements, the Company will own all of the issued and outstanding equity interests of each Company Subsidiary.
Company Subsidiaries. The Company agrees to cause each of its Subsidiaries to comply with the obligations applicable to such Subsidiary under this Agreement.
Company Subsidiaries. (a) Schedule 3.4 sets forth a correct and complete list of the Subsidiaries of the Company, listing for each Subsidiary its name, type of entity, the jurisdiction and date of its incorporation or organization, its authorized capital stock or other equity interests, the number and type of its issued and outstanding shares of capital stock or other equity interests and the current ownership of such shares or other equity interests. The Company has no direct or indirect Subsidiaries, other than the Subsidiaries set forth on Schedule 3.4.
Company Subsidiaries. 7 4.3 Authority; Non-Contravention; Approvals..............8 4.4 Capitalization.......................................9 4.5 Year 2000...........................................10 4.6
