Acquired Subsidiary. 3.4 3. Affiliate............................................................3.
Acquired Subsidiary. Anything to the contrary herein notwithstanding, Buyer and Buyer Parent agree to permit the Acquired Subsidiary to be merged, amalgamated or otherwise combined with the Seller prior to the Closing Date.
Acquired Subsidiary. Schedule 4.7 sets forth the following information for the Acquired Subsidiary: (a) its name and jurisdiction of creation, formation, or organization; (b) the number of authorized Equity Interests of each class of its Equity Interests; (c) the number of issued and outstanding Equity Interests of each class of its Equity Interests, the names of the holders thereof, and the number of Equity Interests held by each such holder; and (d) the number of Equity Interests held in treasury. All of the issued and outstanding Equity Interests of the Acquired Subsidiary have been duly authorized and are validly issued, fully paid, and non-assessable. The Company holds of record and beneficially owns all of the outstanding Equity Interests of the Acquired Subsidiary, free and clear of any Encumbrances (other than restrictions under the Securities Act and state securities Laws). No Commitments exist or are authorized with respect to the Acquired Subsidiary or its Equity Interests and no such Commitments will arise in connection with the Transactions. The Acquired Subsidiary is not obligated to redeem or otherwise acquire any of its Equity Interests. No Acquired Entity controls, directly or indirectly, or has any direct or indirect Equity Interest in any Person that is not an Acquired Subsidiary.
Acquired Subsidiary. 49 Appendix A Terms for the Preferred Stock Exhibit A Bill of Sale Exhibit B List of Exclxxxx Assets Exhibit C Form of Note Exhibit D Undertaking Exhibit E Statement of Net Assets Exceptions Exhibit F Form of Deed for Fee Property Exhibit G Form of Assignment for Intellectual Property Exhibit H-1 and H-2 Forms of Assignments for Real Property Leases Exhibit I Seller's "best knowledge" Exhibit J-1 and J-2 Opinions of Seller's Counsel Exhibit K Form of Guaranty Agreement Exhibit L-1 and L-2 Opinions of Special Counsel to the Special Committee Exhibit M Form of Covenant Agreement Exhibit N Form of Registration Rights Agreement Exhibit O Pro Forma Balance Sheet ASSET PURCHASE AGREEMENT dated as of November 12, 1996 (herein, together with the Exhibits attached hereto, referred to as the "Agreement") by and among G.H. Wood + Wyant Inc., a corporation incorporated under the Caxxxx Xxxxnesx Xxrporations Act ("Seller"), Hosposable Products, Inc., a New York corporation ("Buyer Parent"), and 3290441 Canada Inc., a corporation incorporated under the Canada Business Corporations Act, and a wholly owned subsidiary of Buyer Parent ("Buyer"). In reliance upon the representations and warranties made herein and in consideration of the mutual agreements herein contained, the parties agree as follows:
Acquired Subsidiary. Notwithstanding any other provision of this Article 8, all Assets and Liabilities associated with any Employee Plan maintained solely for employees or former employees (or the beneficiaries or dependents thereof) of the Acquired Subsidiary shall be Acquired Assets and Assumed Liabilities, respectively. Sections 8.02 and 8.04(a) and (b) shall apply with respect to any employee of the Acquired Subsidiary who is a Transferred Individual to the extent any such employee is entitled to any benefits described therein. Section 8.05 and the second, third and fourth sentences of Section 8.10(a) shall apply to employees of the Acquired Subsidiary as if such employees were Transferred Employees, substituting references in such sentences of Section 8.10 to the Acquired Subsidiary for references to Seller. No other provision of this Article 8 shall apply to the Acquired Subsidiary, or to any insurance policies, contracts, arrangements or agreements maintained solely for employees or former employees (or the beneficiaries or dependents thereof) of the Acquired Subsidiary.
Acquired Subsidiary. (a) The Acquired Subsidiary is a corporation duly incorporated and validly existing under the Laws of its jurisdiction of incorporation and has all corporate powers and all material Licenses required to carry on its business as now conducted. Section 3.06(a) of the Seller Disclosure Schedule sets forth a true and complete description of the Acquired Subsidiary Shares.
Acquired Subsidiary. Except as set forth in Section 5.21 of the Seller Disclosure Schedule or pursuant to this Agreement and the other Transaction Documents, the Acquired Subsidiary has no material liabilities or assets.
Acquired Subsidiary. (a) Seller is the sole registered and beneficial owner of all of the issued and outstanding shares in the Acquired Subsidiary, free and clear of any Encumbrances. Except for Seller’s ownership of shares in the capital of each of the Excluded Subsidiaries, neither Seller nor the Acquired Subsidiary owns, or has any interest in, any securities of any corporation or other Person which carries on, in whole or in part, the Business or any business similar to or competitive with the Business.
Acquired Subsidiary. The Timken IRB Shares and the Timken Ceska Shares represent the only issued and outstanding shares of capital stock for each of the Acquired Subsidiaries, respectively. There are no agreements, commitments or contracts relating to the issuance, sale or transfer of any equity securities or other securities of either of the Acquired Subsidiaries.
Acquired Subsidiary. (a) The authorized capital stock of the Acquired Subsidiary consists of 100,000 shares of common stock, par value $25 per share, all of which is issued and outstanding. The Acquired Subsidiary Stock, (i) is beneficially and legally owned, directly or indirectly, by Sears and Sears Life Holding, free and clear of all Liens (except Permitted Liens), and (ii) has been duly authorized, validly issued and is fully paid and nonassessable and is not subject to any preemptive or subscription rights.
