Company and Subsidiaries Sample Clauses

Company and Subsidiaries. All of the Subsidiaries of Company as of the Effective Date after giving effect to the Transaction are identified in Schedule 5.1 annexed hereto. The capital stock of each of the Subsidiaries of Company identified in Schedule 5.1 annexed hereto is duly authorized, validly issued, fully paid and nonassessable and none of such capital stock constitutes Margin Stock. Company and each of the Subsidiaries of Company identified in Schedule 5.1 annexed hereto are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation or formation set forth therein, have full corporate power and authority to own their assets and properties and to operate their business as presently owned and conducted and as proposed to be conducted, and are qualified to do business and in good standing in every jurisdiction where their assets are located and wherever necessary to carry out their business and operations, in each case except where failure to be so qualified or in good standing or a lack of such corporate power and authority has not had and will not have a Material Adverse Effect. Schedule 5.1 annexed hereto correctly sets forth the ownership interest of Company in each of its Subsidiaries identified therein.
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Company and Subsidiaries. The Company makes each of the representations contained in Sections 5(a), (b), (c), (d), (e), (f), (h), (j), (k), (l), (o), (p), (r), (s), (t), (u), (v), (w), (x), (y), (z), (aa), (bb), (cc), (dd), (ee), and (gg) of this Agreement, as same relate or could be applicable to each Subsidiary. All representations made by or relating to the Company of a historical or prospective nature and all undertakings described in Section 9 shall relate, apply and refer to the Company and Subsidiaries and their successors.
Company and Subsidiaries. In accordance with the provisions of ------------------------ section 2, the Board of the Company shall determine, in their sole discretion, (1) the responsibilities and duties to be performed by Executive for each of the Company and the Subsidiaries; and (2) the amount of the Executive's total remuneration to be allocated and paid by the Company and each of its Subsidiaries. Such determinations and allocations shall not be deemed an assignment or delegation under the terms of this section.
Company and Subsidiaries. All of the Subsidiaries of the Company as of the Restatement Date are identified on Schedule 3.1M. As of the Restatement Date, the Capital Stock or other equity interests of the Company and each of the Subsidiaries identified on Schedule 3.1M is duly authorized, validly issued, fully paid and nonassessable and none of such Capital Stock or other equity interests constitutes Margin Stock. Schedule 3.1M correctly sets forth, as of the Restatement Date, the ownership interest of the Company and each of the Subsidiaries identified therein and all Capital Stock and other equity interest in such Subsidiaries owned by others and there are no other warrants, options or other rights to acquire any such Capital Stock or equity interests of such Subsidiaries. As of the Restatement Date, except as set forth on Schedule 4.1D, there are no registration rights, shareholder, voting rights and similar agreements requiring the Company or any of the Subsidiaries to register securities under the Securities Act or governing voting or other rights of shareholders of the Company or any of the Subsidiaries, in each case to which the Company or any of the Subsidiaries is a party.
Company and Subsidiaries. Each of the Company and its Subsidiaries (A) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 3(b), (B) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, and the Company, upon entry by the Bankruptcy Court of the ECA Order, has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, and (C) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.
Company and Subsidiaries. 5.1 Each Group Company is duly incorporated and validly exists under the laws of its jurisdiction of incorporation and has all requisite power and authority to own, lease and operate the properties and assets it now owns, leases and operates and to carry on its business.
Company and Subsidiaries. All of the Subsidiaries of the Company as of the Closing Date are identified in Schedule 4.10Q, as it may be supplemented from time to time in accordance with the provisions of subsection 6.9. As of the Closing Date, the Capital Stock or other equity interests of the Company and each of the Subsidiaries identified in Schedule 4.10Q is duly authorized, validly issued, fully paid and nonassessable and none of such Capital Stock or other equity interests constitutes Margin Stock. Schedule 4.10Q correctly sets forth, as of the Closing Date, the ownership interest of the Company in each of its Subsidiaries identified therein and all Capital Stock and other equity interest in the Company owned by others and there are no other warrants, options or other rights to acquire any such Capital Stock or equity interests of the Company. As of the Closing Date, except as set forth on Schedule 5.1D, there are no registration rights, shareholder, voting rights and similar agreements requiring the Company to register securities under the Securities Act or governing voting and other rights of shareholders of the Company, in each case to which the Company is a party.
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Company and Subsidiaries. (A) The Company and each of the Subsidiaries that is a corporation is duly organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing in the States of Delaware and Texas. EC5 is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing in the states of Delaware and New Jersey. Neither the Company, any of the Subsidiaries nor EC5 is qualified to do business as a foreign corporation in any other jurisdiction. Neither the character of the properties now owned or leased by the Company, the Subsidiaries or EC5 nor the nature of the business now conducted by any of them require them to be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect.
Company and Subsidiaries. The Company and the Subsidiaries are corporations duly organized and validly existing under the laws of France or Portugal, as the case may be, and have all requisite corporate power and authority to own the
Company and Subsidiaries. All references to the “Company” and/or its “Subsidiaries” in this Agreement shall be deemed to exclude, and shall not apply with respect to, the Conveyed Assets and the Assumed Liabilities for all purposes under this Agreement, and all references to any assets, properties, rights, claims or Liabilities of the Company and/or its Subsidiaries shall be deemed to have given effect to the LiquidPoint Transaction, even if it was not consummated on the relevant date of determination. 13.03 Index of Defined Terms. ABH 67 Accounting Principles 67 Act 36 Action 23 Adjustment Escrow Account 2 Adjustment Escrow Amount 68 Adjustment Escrow Cash Amount 68 Adjustment Escrow Funding Ratio 68 Adjustment Escrow Stock Amount 68 Advisers Act 68 Affiliate 68 Agreement 1 Allocation 55 Allocation Statement 4 Anti-Corruption Laws 32 Anti-Money Laundering Laws 33 Antitrust Laws 48 Associated Person 68 Assumed Liabilities 68 Assumed Seller Liabilities 44 Attorney‑Client Communication 53 BNYM 68 Burdensome Condition 49 Business Day 68 Cash Percentage 68 CIC/Severance Amount 68 Class A Common Stock 36, 69 Closing 1 Closing Consideration 69 Closing Date 2 Closing Statement 4 Closing Statement Report 5 Code 16 Company 1 Company Broker‑Dealer 69 Company Closing Fundamental Reps 69 Company Indemnity Fundamental Reps 69 Company Intellectual Property 21 Company Regulatory Reports 28 Company Service Provider 69 Company Service Providers 30 Confidentiality Agreement 42 Continuing Employee 59 Conveyed Assets 69 Conveyed Seller Assets 44 Dash Contribution Agreement 69 Dash Financial 45 Deductible Amount 63 Deferred Compensation Plan 69 Disclosure Schedules 10 Disqualifying Event 29 Distributable Amount 70 Employee Census 30 Environmental Laws 70 ERISA 23 Escrow Accounts 2, 70 Escrow Agent 70 Escrow Agreement 70 Escrow Amounts 70 Estimated Adjusted Purchase Price 70 Estimated Cash Consideration 70 Estimated Closing Statement 4 Estimated Tangible Book Value 4 Estimated Tangible Book Value Deficiency 70 Estimated Transaction Expenses 4 Excess Specified Taxes 70 Exchange Act 70 Final Adjusted Purchase Price 71 Final Indemnity Escrow Release Date 71 Financial Statements 12 FINRA 71 FLSA 71 Foreign Plans 24 Form BD 71 Form CMA 8 Form U-4 71 Fundamental Representations 62 GAAP 71 Government Official 71 Governmental Entity 71 GTCR Holdings 1 GTCR Professional Services Agreement 71 Guaranteed Obligations 86 HSR Act 11 Income Tax 71 Indebtedness 72 Indemnitee 65 Indemnitor 65 Indemnity Escrow Account 2 ...
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