Ownership of Companies Sample Clauses

Ownership of Companies. (a) One or more Companies fail to own, beneficially and of record, with power to vote, 100% of the issued and outstanding shares of capital stock (or similar voting interests) of the Wholly-Owned Subsidiaries, other than Divestiture Subsidiaries.
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Ownership of Companies. Except as may be otherwise provided in this Agreement:
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Ownership of Companies. Except as disclosed in Schedule 9.1.4, (a) as per the Signing Date and Closing Date, the shares and partnership interests held indirectly by Seller in the Companies, other than TopCo New, (i) are owned by the Companies as set out in Exhibit A, (ii) have been duly authorized and validly issued, (iii) are fully paid up, non-assessable and have not been repaid and (iv), except for the Financing Securities and the New Financing Securities, have not been pledged, assigned, charged or used as a security to or by a third party and are free and clear of any other third party rights and (b) the Companies (x) have no Affiliates and (y) do not hold any equity interest in another entity other than a Company, in each case of (x) and (y) with the exception of memberships in trade associations (Industrievereinigungen) or similar associations. The Companies are not party to any enterprise agreements within the meaning of Sections 291 and 292 German Stock Corporation Act (AktG).
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Ownership of Companies. EXCEPT as a result of transactions permitted by this agreement and to the extent ownership by third parties is required by applicable Law in respect of any Foreign-Restricted Company, one or more Restricted Companies fail to own, beneficially and of record, with power to vote, (a) 100% of the issued and outstanding shares of capital stock of each Domestic-Restricted Company OTHER THAN Borrower, and (b) 65% of the issued and outstanding shares of capital stock of each Foreign-Restricted Company.
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Ownership of Companies. Holdings is the registered and beneficial owner of all the issued and outstanding shares in the capital stock of each of its Subsidiaries, including the Borrower; and the Borrower is the registered and beneficial owner of all the issued and outstanding shares in the capital stock of each of its Subsidiaries; and all of the foregoing shares are free and clear of all Liens, except Liens in favour of J.P. Morgan Bank Canada which will be released and terminated upon the xxxxxx xx the first Advance hereunder.
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Ownership of Companies. SCHEDULE 4.15 hereto correctly sets forth the number of shares of the Companies' capital stock of each class authorized, the name of each of its stockholders (the "STOCKHOLDERS"), and the number of shares of each class of such capital stock owned by such Stockholders. Such Schedule also sets forth the name of each Person holding a voting trust certificate in respect of the shares of capital stock of the Companies and the number of shares of the capital stock of the Companies deposited in exchange for each such certificate. All of said outstanding shares are validly issued, fully paid and non-assessable and are owned by such Stockholders as specified in such Schedule, free of any assignment, pledge, lien, security interest, charge, option or other encumbrance, except for liens and security interests granted to the Lenders and the Agent, transfer restrictions noted on the certificate evidencing such shares, transfer restrictions imposed by the FCC and other encumbrances specified in such Schedule. Such Schedule also sets forth a description of all warrants, options and other rights to acquire shares of the Companies' capital stock of any class and the names of the holders thereof. None of the Companies is obligated in any manner to issue any additional shares, or options or rights to acquire any such shares, of its capital stock.
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Ownership of Companies. Schedule 3.12 sets forth the ownership structure of the Companies.
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Related to Ownership of Companies

  • Ownership of Company Stock None of the Investor nor any of its Affiliates owns any capital stock or other securities of the Company.

  • OWNERSHIP OF COMPANY PROPERTY The Company’s assets shall be deemed owned by the Company as an entity, and the Member shall have no ownership interest in such assets or any portion thereof. Title to any or all such Company assets may be held in the name of the Company, one or more nominees or in “street name”, as the Member may determine.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • Ownership of Seller Credit Acceptance is the sole owner of the membership interests of the Seller, all of which are fully paid and nonassessable and owned of record, free and clear of all mortgages, assignments, pledges, security interests, warrants, options and rights to purchase.

  • Ownership of Subsidiaries The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a wholly owned Subsidiary.

  • Ownership of the Operating Subsidiaries The Partnership and the Operating Company own, directly or indirectly, the equity interests of the Operating Subsidiaries as described on Schedule II; such equity interests have been duly authorized and validly issued in accordance with the organizational documents of each Operating Subsidiary, amended on or prior to the date hereof (the “Operating Subsidiaries’ Organizational Documents”), and are fully paid (to the extent required under the Operating Subsidiaries’ Organizational Agreements) and nonassessable (except as such nonassessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating Subsidiary and the relevant organizational documents); and the Partnership and the Operating Company, as applicable, own such equity interests free and clear of all Liens except for Liens pursuant to credit agreements and related security agreements disclosed or referred to in the Disclosure Package and the Prospectus.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Ownership of Company Securities Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser, any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities, rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities) of the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • Ownership of Marks Each party acknowledges and agrees that (a) the other party's Marks are and shall remain the sole property of the other party, (b) nothing in the Agreement shall confer in a party any right of ownership or license rights in the other party's Marks, and (c) neither party shall register the other party's Marks in any jurisdiction. In addition, Licensee acknowledges and agrees that (i) the Marks of Third-Party Licensors are and shall remain the sole property of such Third- Party Licensors, (ii) nothing in the Agreement shall confer in Licensee any right of ownership or license rights in the Marks of Third-Party Licensors, and (iii) Licensee shall not register the Marks of Third-Party Licensors. Without limiting the generality of the foregoing, Licensee agrees not to use or adopt any trade name, trademark, logo or service mark which is so similar to Fannie Mae's Marks or the Marks of Third-Party Licensors as to be likely to cause deception or confusion, or which is graphically or phonetically similar to any of Fannie Mae's Marks or the Marks of Third-Party Licensors.

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