Ownership of the Companies. (i) Parent owns all of the issued and outstanding capital stock of FFE, Express, Cartage and Middleton (ii) FFE owns all of the issued and outstanding stock of Borrower, Xxxxxxx, FX, Logistics and Xxxx, (iii) FX owns all of the issued and outstanding capital stock of CPI, and (iv) except as provided in this Section 4.8, none of the Companies has any Other Subsidiary.
Ownership of the Companies. PLICO is the holder of record and beneficial owner of all of the Shares (other than the shares of capital stock of the UDC Subsidiaries), free and clear of any mortgage, pledge, Lien, encumbrance, charge or security interest of any kind (other than restrictions imposed under securities or insurance laws of general applicability). UDC is the holder of record and beneficial owner of all of the shares of capital stock of the UDC Subsidiaries, free and clear of any mortgage, pledge, Lien, encumbrance, charge or security interest of any kind (other than restrictions imposed under securities or insurance laws of general applicability). Neither PLICO nor UDC is a party to any option, warrant, purchase right or other Contract or commitment that could require the sale, transfer or other disposition of any of the Shares owned by it (other than this Agreement). Neither PLICO nor UDC is a party to any voting trust, proxy or other agreement or understanding with respect to the voting of the Shares owned by it. Upon the delivery of and payment for the Shares at the Closing as provided for in this Agreement, Purchaser will acquire good and valid title to all the Shares, free and clear of any and all Liens.
Ownership of the Companies. (a) Except as set forth on Schedule 2.2, all of the outstanding ------------ shares of capital stock of (or other ownership interests in) each of the Sellers are owned of record and beneficially solely by Parent free and clear of any Liens. The ownership of the Subsidiary Shares is described on Schedule 2.2. All of the Subsidiary Shares are (i) duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with all applicable Laws and (ii) except for nominal or qualifying shares identified on Schedule 2.2, owned of record and beneficially solely by one or more Sellers and/or other Seller Subsidiaries, free and clear of any Liens. There are no options, warrants, calls, rights or agreements to which Parent or any of the Companies is a party obligating any of them to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of (or other ownership interests in) any of the Companies or obligating Parent or any of the Companies to grant, extend or enter into any such option, warrant, call, right or agreement. There are no agreements, voting trusts or proxies with respect to the voting of the Subsidiary Shares. The transfer of the nominal or qualifying shares of the Seller Subsidiaries not owned by any of the Companies to Persons designated by Buyer (i) shall be accomplished at or prior to the Closing and (ii) shall not require any payment by AlliedSignal or Buyer to any Person or result in the creation of any Liability of AlliedSignal or Buyer to any Person.
Ownership of the Companies any payment by AlliedSignal or Buyer to any Person or result in the creation of any Liability of AlliedSignal or Buyer to any Person.
Ownership of the Companies. (i) Parent owns all of the issued and outstanding capital stock of Borrower, Xxxxxxx, FX, Logistics and LML, (ii) FX owns all of the issued and outstanding capital stock of CPI, and (iii) except as provided in this Section 4.8, none of the Companies has any Other Subsidiary.
Ownership of the Companies. (a) WGL Seller owns, and at all times since the formation of each of Arcadia Solar and Arcadia Fuel Cell has owned, of record and beneficially one hundred percent (100%) of the issued and outstanding Membership Interests in each of Arcadia Solar and Arcadia Fuel Cell, in each case free and clear of all Encumbrances, other than Permitted Encumbrances.
Ownership of the Companies. The Parties acknowledge that the ownership of the Companies, as of the date all Parties hereto have executed this Agreement, immediately prior to giving effect to the transactions hereunder, is as follows:
Ownership of the Companies a. Reserved.
Ownership of the Companies. Except as listed on Schedule 4(a) through 4(b), attached hereto and made a part hereof:
Ownership of the Companies. (i) Parent owns all of the issued and outstanding capital stock of FFE, Express, Cartage and Middleton, (ii) FFE owns all of the issued and outstanding capital stock of Borrower, Conwell, W&B, AEL and Lisa, (iix) X&X owns 19.9% of txx partnership interests of W&B Newco, L.P. a Texas limited partnership, and is a limited partner of such company, (iv) W&B owns all of the issued and outstanding capital stock of CPI, and (v) except as provided in this Section 4.8, none of the Companies has any Other Subsidiary.
