Corporate Subsidiaries Sample Clauses

Corporate Subsidiaries. All of the consolidated corporations, partnerships (including, without limitation, general, limited and limited liability partnerships) and limited liability companies in which the Company has a direct or indirect ownership interest are listed in Schedule C to this Agreement (collectively, the "Subsidiaries"). Each Subsidiary that is a corporation (a "Corporate Subsidiary") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum. Each Corporate Subsidiary is duly qualified and in good standing as a foreign corporation authorized to do business in each other jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect. All of the outstanding shares of capital stock of each Corporate Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable, were not issued in violation of or subject to any preemptive or similar rights, and, except as set forth on Schedule C, are owned by the Company directly, or indirectly through one of the other Subsidiaries, free and clear of all security interests, liens, encumbrances and equities and claims; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in any Corporate Subsidiary are outstanding.
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Corporate Subsidiaries. 0xxxxxxx.xxx NETWORK ADVANCED TREATMENT SYSTEMS, INC. ATS OF XXXXX COUNTY, INC. ATS OF DELAWARE, INC. ATS OF NORTH CAROLINA, INC. BATON ROUGE TREATMENT CENTER, INC. XXXXXXX TREATMENT CENTER, INC. BGI OF BRANDYWINE, INC. BOWLING GREEN INN OF PENSACOLA, INC. BOWLING GREEN INN OF SOUTH DAKOTA, INC. CAPS OF VIRGINIA, INC. CARTERSVILLE CENTER, INC. CHARLESTON TREATMENT CENTER INC. CLARKSBURG TREATMENT CENTER, INC. COMPREHENSIVE ADDICTION PROGRAMS, INC. CORAL HEALTH SERVICES, INC. CRC ED TREATMENT, INC. CRC RECOVERY, INC. EAST INDIANA TREATMENT CENTER, INC. EVANSVILLE TREATMENT CENTER INC. GALAX TREATMENT CENTER, INC. GREENBRIER TREATMENT CENTER, INC. HUNTINGTON TREATMENT CENTER, INC. INDIANAPOLIS TREATMENT CENTER, INC. JAYCO ADMINISTRATION, INC. XXXX-GRAND MANAGEMENT CO., INC. KANSAS CITY TREATMENT CENTER, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer CORPORATE SUBSIDIARIES (cont.): MINERAL COUNTY TREATMENT CENTER, INC. MWB ASSOCIATES-MASSACHUSETTS, INC. NATIONAL SPECIALTY CLINICS, INC. NSC ACQUISITION CORP. PARKERSBURG TREATMENT CENTER, INC. RICHMOND TREATMENT CENTER, INC. SAN DIEGO HEALTH ALLIANCE SHELTERED LIVING INCORPORATED SIERRA TUCSON INC. SOUTHERN INDIANA TREATMENT CENTER INC. SOUTHERN WEST VIRGINIA TREATMENT CENTER, INC. SOUTHWEST ILLINOIS TREATMENT CENTER, INC. STONEHEDGE CONVALESCENT CENTER, INC. TRANSCULTURAL HEALTH DEVELOPMENT, INC. TREATMENT ASSOCIATES, INC. VIRGINIA TREATMENT CENTER, INC. VOLUNTEER TREATMENT CENTER, INC. WCHS OF COLORADO (G), INC. WCHS, INC. WHEELING TREATMENT CENTER, INC. WHITE DEER REALTY, LTD. WHITE DEER RUN, INC. WICHITA TREATMENT CENTER INC. XXXXXXXXXX TREATMENT CENTER, INC. WILMINGTON TREATMENT CENTER, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer SAN DIEGO TREATMENT SERVICES By: Jayco Administration, Inc. Its: Partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer By: Treatment Associates, Inc. Its: Partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer CALIFORNIA TREATMENT SERVICES By: Jayco Administration, Inc. Its: Partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer By: Treatment Associates, Inc. Its: Partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer MILWAUKEE HEALTH SERVICES SYSTEM By: WCHS, Inc. Its: Partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer By: Coral Health Services, Inc. Its: Partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chi...
Sample 1
Corporate Subsidiaries. All of the consolidated corporations, --------------------------- partnerships (including, without limitation, general, limited and limited liability partnerships) and limited liability companies in which the Company has a direct or indirect ownership interest are listed in Schedule C to this Agreement (collectively, the "Subsidiaries"). Each Subsidiary that is a corporation (a "Corporate Subsidiary") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum. Each Corporate Subsidiary is duly qualified and in good standing as a foreign corporation authorized to do business in each other jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect. All of the outstanding shares of capital stock of each Corporate Subsidiary have been duly authorized and validly issued, are fully paid and non- assessable, were not issued in violation of or subject to any preemptive or similar rights, and, except as disclosed in the Offering Memorandum, are owned by the Company directly, or indirectly through one of the other Subsidiaries, free and clear of any perfected security interests, and, to the Company's knowledge, any liens, encumbrances and equities and adverse claims; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in any Corporate Subsidiary are outstanding.
Sample 1
Corporate Subsidiaries. All of the issued and outstanding shares of capital stock of the Corporate Subsidiaries are duly authorized, validly issued, fully paid and nonassessable. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which any Corporate Subsidiary is a party or which are binding upon any Corporate Subsidiary relating to the issuance, disposition or acquisition of any shares of capital stock of a Corporate Subsidiary. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to any Corporate Subsidiary. There are no agreements, voting trusts, proxies or understandings with respect to the voting, or registration under the Securities Act of 1933, as amended (the "Securities Act"), of any Shares. None of the Shares were issued in violation of the Securities Act or other applicable laws. All of the Shares are owned of record and beneficially by the Seller and, at the time of the Closing, the Seller will have good title to the Shares, free and clear of any liens, charges, claims, pledges, voting trusts, proxies, securityholder or similar agreements, encumbrances or restrictions other than applicable securities law restrictions ("Share Encumbrances"). No third party holds any right of first refusal or similar right with respect to the Shares.
Sample 1
Corporate Subsidiaries. Subsidiary Jurisdiction Class of Stock Authorized Shares Outstanding Shares Holder A.D.E. of Ark-La-Tex, Inc. LA Common 1,000 100 (100%) ADESA, Inc. ADESA Importation Services, Inc. MI Common 60,000 100 (100%) ADESA, Inc. ADESA New Jersey, Inc. NJ Common 1,000 100 (100%) ADESA, Inc. ADESA Pennsylvania, Inc. PA Common 1,000 100 (100%) ADESA, Inc. ADESA Properties Canada, Inc. DE Common 3,000 100 (100%) ADESA Properties, Inc. ADESA Properties, Inc. DE Common 3,000 100 (100%) ADESA, Inc. ADESA Texas, Inc. TX Common 1,000,000,000 10,000 (100%) ADESA, Inc. AFC Funding Corporation IN Common 1,000 100 (100%) Automotive Finance Corporation Auto Banc Corporation NJ Common 1,000 100 (100%) ADESA, Inc. Automotive Finance Corporation IN Common 1,000 500 (100%) ADESA, Inc. Automotive Recovery Services, Inc. IN Common 1,000 100 (100%) ADESA, Inc. AutoVIN, Inc. IN Common 1,000 1,000 (100%) ADESA, Inc. ComSearch, Inc. RI Common 1,000 100 (100%) ADESA, Inc. IRT Receivables Corp. IN Common 1,000 1,000 (100%) Automotive Finance Corporation PAR, Inc. IN Common 1,000 100 (100%) ADESA, Inc. U.S. LLC Subsidiaries Subsidiary Jurisdiction Authorized Membership Interests (1) % of Outstanding LLC Interests of the Limited Liability Company Holder ADESA Ark-La-Tex, LLC LA Sole Member 100% A.D.E. of Ark-La-Tex, Inc. A.D.E. of Knoxville, LLC TN Sole Member 100% ADESA, Inc. ADESA Arkansas, LLC DE Sole Member 100% ADESA, Inc. ADESA Birmingham, LLC AL Sole Member 100% ADESA, Inc. ADESA California, LLC CA Sole Member 100% ADESA, Inc. ADESA Charlotte, LLC NC Sole Member 100% ADESA, Inc. ADESA Colorado, LLC CO Sole Member 100% ADESA, Inc. ADESA Des Moines, LLC IA Sole Member 100% ADESA, Inc. ADESA Florida, LLC FL Sole Member 100% ADESA, Inc. ADESA Indianapolis, LLC IN Sole Member 100% ADESA, Inc. ADESA Lansing, LLC MI Sole Member 100% ADESA, Inc. ADESA Lexington, LLC KY Sole Member 100% ADESA, Inc. ADESA Missouri, LLC MO Sole Member 100% ADESA, Inc. ADESA New York, LLC NY Sole Member 100% ADESA, Inc. ADESA Ohio, LLC OH Sole Member 100% ADESA, Inc. ADESA Oklahoma, LLC OK Sole Member 100% ADESA, Inc. ADESA Southern Indiana, LLC IN Sole Member 100% ADESA, Inc. ADESA Washington, LLC WA Sole Member 100% ADESA, Inc. ADESA Wisconsin, LLC WI Sole Member 100% ADESA, Inc. Auto Dealers Exchange of Concord, LLC MA Sole Member 100% ADESA, Inc. Auto Dealers Exchange of Memphis, LLC TN Sole Member 100% ADESA, Inc. ADESA Atlanta, LLC NJ Sole Member 100% ADESA New Jersey, Inc.
Sample 1

Related to Corporate Subsidiaries

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Organization; Subsidiaries (a) Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Company.

  • Capitalization; Subsidiaries (a) As of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter.

  • Ownership; Subsidiaries All Equity Interests in the Credit Parties are owned as set forth in Schedule 4.6. Borrower has no Subsidiaries other than as set forth in Schedule 4.6. Except as has been disclosed to the Lender in Schedule 4.6, there are no outstanding subscription agreements, membership interest or share purchase agreements, warrants, or options for any Equity Interests in Borrower. Allseas and Phoenix are, directly or indirectly, wholly-owned subsidiaries of Holding Company and Affiliates of Borrower.

  • Merger Subsidiaries Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a) or (b), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

  • Equity Ownership; Subsidiaries All issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and (except with respect to the Company) free and clear of all Liens, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Capital Securities of each Loan Party as of the Closing Date. All of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary is, directly or indirectly, owned by the Company and is set forth on Schedule 9.8. Except for certain Dormant Entities, the Company has no Subsidiaries that are not Wholly-Owned Subsidiaries. As of the Closing Date, except as set forth on Schedule 9.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of any Loan Party.

  • Investments and Subsidiaries The Borrower will not make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person or Affiliate, including any partnership or joint venture, nor purchase or hold beneficially any stock or other securities or evidence of indebtedness of any other Person or Affiliate, except:

  • Certain Subsidiaries Unless pursuant to Indebtedness which is authorized pursuant to this Agreement, the Borrower will not, and the Subsidiaries of the Borrower will not, permit any creditor of a Project Finance Subsidiary to have recourse to the Borrower or any Subsidiary of the Borrower (other than such Project Finance Subsidiary) or any of their assets (other than (i) the stock or similar equity interest of the applicable Subsidiary or any Subsidiary which is an entity whose sole purpose and extent of business activities is to own the stock or similar equity interest of a Project Finance Subsidiary and (ii) with respect to a Permitted Derivative Obligation) other than recourse under Long-Term Guaranties.

  • Other Subsidiaries Except where a failure to satisfy such representation would not have a Material Adverse Effect, each of the Subsidiaries of the Borrower (other than the Subsidiary Guarantors) (i) is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, (ii) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated and (iii) is in good standing and is duly authorized to do business in each jurisdiction where Real Estate owned or leased by it is located (to the extent such authorization is required by Applicable Law).

  • Due Incorporation; Subsidiaries (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland, with full corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and to issue, sell and deliver the Shares as contemplated herein.

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