Capital Stock of the Subsidiaries. All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus (or as represented by minority interests as disclosed in the financial statements incorporated by reference therein), all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances (other than, in the case of certain non-U.S. subsidiaries, director qualifying shares which individually and in the aggregate represent an immaterial ownership interest in such subsidiaries). The Subsidiary is the only subsidiary that is a Significant Subsidiary (as such term is defined by Rule 405) of the Company.
Capital Stock of the Subsidiaries. Sell, transfer, lease or otherwise dispose of, or make subject to any subscription, option, warrant, call, right or other agreement or commitment of any nature, the Capital Stock of any Subsidiary, other than (a) pursuant to the Loan Documents or pursuant to a transaction permitted pursuant to Section 6.05, (b) in connection with transactions of the type described in Section 6.07(b)(i) or (vii) and (c) directors’ qualifying shares.
Capital Stock of the Subsidiaries. All the outstanding shares of capital stock or membership interests of each subsidiary of the Company have been duly and validly authorized and issued and, with respect to each subsidiary that is a corporation, are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus (or as represented by minority interests as disclosed in the financial statements incorporated by reference therein), all outstanding shares of capital stock, membership interests or other equity interests of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances (other than, in the case of certain non-U.S. subsidiaries, director qualifying shares which individually and in the aggregate represent an immaterial ownership interest in such subsidiaries). The Subsidiary is the only subsidiary that is a Significant Subsidiary (as such term is defined by Rule 405) of the Company.
Capital Stock of the Subsidiaries. The authorized capital stock of each Subsidiary of the Company is set forth in Section 5.3.3 of the Disclosure Letter. Except as set forth in Section 5.3.3 of the Disclosure Letter, each such Subsidiary has no outstanding capital stock except for shares of capital stock owned beneficially and of record by the Company, all of which will be validly issued, fully paid, nonassessable and subject to no lien or restriction on transfer, except restrictions on transfer imposed by the Investor Agreements, the Material Agreements and applicable securities laws and Liens.
Capital Stock of the Subsidiaries. Sell, transfer, lease or otherwise dispose of, or make subject to any subscription, option, warrant, call, right or other agreement or commitment of any nature, the Capital Stock of any Subsidiary, other than (a) pursuant to the Loan Documents or pursuant to a transaction permitted pursuant to Section 6.05 and subject to Section 2.12(d), (b) sales, transfers and other dispositions of the Capital Stock of Subsidiaries in connection with UCAR's sale of its Graphite and Carbon Specialties Business, (c) in connection with transactions of the type described in Section 6.05(k) or 6.07(b)(i) and (d) directors' qualifying shares.
Capital Stock of the Subsidiaries. The issued and outstanding shares of each Subsidiary are as set forth in Schedules B and C. The issued and outstanding shares of each Subsidiary are validly issued, and paid and non-assessable and subject to no Lien, adverse claim or restriction on transfer, other than as set forth in Schedule 3.3.3.
Capital Stock of the Subsidiaries. The authorized capital stock of each Subsidiary of Target consists solely of the shares shown on the Disclosure Schedule, of which only the shares shown on such Disclosure Schedule to be issued and outstanding are issued and outstanding. All of the issued and outstanding shares of the capital stock of each Subsidiary are owned by the Target or one of its Subsidiaries as set forth on the Disclosure Schedule, and are free and clear of all liens, security interests, pledges, charges, voting trusts. restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the Subsidiaries capital stock are duly authorized and validly issued, fully paid and nonassessable. None of such shares will have been, and none of the shares from which they will have derived were, issued in violation of the preemptive rights of any past or present stockholder, whether contractual or statutory.
Capital Stock of the Subsidiaries. The authorized capital stock of SPS Payment consists of 10,000 shares of common stock, par value $100 per share, of which 100 shares are duly authorized and validly issued and outstanding, fully paid and nonassessable and are owned by Seller free and clear of any liens, charges and encumbrances. The authorized capital stock of Hurley State Bank consists of 500 shares of capital stock, par valxx $000 per share, of which 500 shares are duly authorized and validly issued and outstanding, fully paid and nonassessable and are owned by Seller free and clear of any liens, charges and encumbrances. Except for the Shares, there are no shares of capital stock or other equity securities of either Subsidiary outstanding. None of the Shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal or preemptive, subscription or similar right. Except as set forth on Schedule 2.4 hereto, there are no outstanding warrants, options, rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Seller or either Subsidiary, or any subsidiary of either Subsidiary, is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of such Subsidiary or any of its subsidiaries or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of such Subsidiary or any of its subsidiaries.
Capital Stock of the Subsidiaries. The authorized capital stock of ADS Network consists of 1,000 shares of common stock, par value $.01 per share, of which 1,000 shares are duly authorized and validly issued and outstanding, fully paid and nonassessable and are owned by Seller free and clear of any Encumbrances. The authorized capital stock of Commercial Services consists of 1,000 shares of capital stock, par value $.01 per share, of which 1,000 shares are duly authorized and validly issued and outstanding, fully paid and nonassessable and are owned by Seller free and clear of any Encumbrances. Except for the Shares, there are no shares of capital stock or other equity securities of either Subsidiary outstanding. None of the Shares have been issued in violation of any orders, constitutions, laws, ordinances, principles of common law, regulations, rules, statutes and treaties (collectively, "Legal Requirements"), or in violation of, or are subject to, any purchase option, call, right of first refusal or preemptive, subscription or similar right. Except as set forth on Schedule 2.4, there are no outstanding warrants, options, rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (a) pursuant to which Seller or either Subsidiary, is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of such Subsidiary or (b) that give any Person (as hereinafter defined) the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of such Subsidiary. Upon delivery to Purchaser at the Closing of certificates representing the Shares, duly endorsed by Seller for transfer to Purchaser, and upon Seller's receipt of the Purchase Price, Purchaser will acquire title to the Shares, free and clear of any Encumbrances. No legend (other than a restricted securities legend) or other reference to any purported Encumbrance appears upon any certificate representing equity securities of either Subsidiary.
Capital Stock of the Subsidiaries. All of the issued and outstanding membership interests of each Subsidiary have been duly authorized and are validly issued, fully paid and non-assessable, and ninety-five percent (95%) thereof are owned of record and beneficially by the Company, and have been offered, sold and issued by the Subsidiaries in compliance with all applicable laws (including, but not limited to, federal and state securities laws). None of the issued shares of capital stock of the Subsidiaries have been issued in violation of any preemptive or similar rights.
