Parents and Subsidiaries Sample Clauses

Parents and Subsidiaries. For purposes of this Agreement employment with the Bank shall include employment with any parent and any subsidiary of the Bank.
Sample 1
AutoNDA by SimpleDocs
Parents and Subsidiaries. Each of the Controlling Stockholders is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Controlling Stockholders is qualified to do business, and is in good standing, in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing will not, when taken together with all such other failures, have a Material Adverse Effect. Seller represents that (a) it has title to all of the outstanding shares of capital stock of CSK, (b) CSK has title to all of the outstanding shares of capital stock of Holdings subject to a pledge of shares which pledge will be released prior to the Closing Date, (c) Holdings has title to all of the outstanding shares of capital stock of the Company subject to a pledge of such shares to Transamerica Business Corporation referred to below, and (d) the Company has title to all of the outstanding shares of capital stock of each of the Subsidiaries (the capitalization of each of which is set forth in the Disclosure Letter) and that all such shares are validly issued, fully paid, nonassessable and free of preemptive rights, and will on the Closing Date be owned directly or indirectly by the Seller free and clear of any liens, claims, encumbrances, security interests, equities, charges and options of any nature whatsoever other than liens granted to Transamerica Business Corporation and other commercial lenders (the "Transamerica Liens") under the Credit Agreement dated February 15, 1995 (the "Transamerica Loan") which will be released upon payment of the Transamerica Loan on Closing. There are no outstanding subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other commitments, understandings, restrictions or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement, relating to the issuance, sale, voting, transfer, ownership, or other rights affecting any shares of capital stock of any Controlling Stockholder. Except as set forth in the Disclosure Letter, none of the Company, the Controlling Stockholders and the Subsidiaries (collectively, the "Gr...
Sample 1
Parents and Subsidiaries. Except as set forth herein and in the "V" Schedules, "V" does not have any subsidiaries and does not own, beneficially or of record, any shares of any other corporation or any partnership interest or similar interest in any other entity.
Sample 1
Parents and Subsidiaries. Bajio is a wholly-owned subsidiary of Wasatch and Wasatch owns the Bajio Shares free and clear of any liens and encumbrances of any type or nature. Bajio does not have any subsidiaries and does not own, beneficially or of record, any shares of any other corporation. Section 1.04
Sample 1
Parents and Subsidiaries. For purposes of this Agreement, employment with the Bank shall include employment with any parent and any subsidiary of the Bank. 4 – NONEMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
Sample 1
Parents and Subsidiaries. 51 ARTICLE VI COVENANTS OF THE PARTIES
Sample 1
Parents and Subsidiaries. SCHEDULE 5.8 lists (i) the name of each Subsidiary of Glenoit and the jurisdiction of its incorporation or organization, (ii) the amount of its authorized, and its issued and outstanding, capital stock or other equity interests and (iii) the principal lines of business in which each such Subsidiary is participating or engaged. All of the outstanding shares of capital stock of or other equity interests in each Subsidiary of Glenoit are owned, directly or indirectly, by Glenoit as described on Schedule 5.8. Other than Citicorp Venture Capital, Ltd., no Person owns more than 50% of the issued and outstanding shares of common stock of Glenoit.
Sample 1
AutoNDA by SimpleDocs
Parents and Subsidiaries. Prime Customer’s parent company and Subsidiaries may receive Program benefits and privileges through Prime Customer (i.e., without completing a separate Application Form) if Prime Customer orders on their behalf using its own contract number. In this situation, Prime Customer is responsible with such Subsidiaries and parent company for compliance with this Agreement and the Program. If a Subsidiary or parent company wishes to maintain a separate ordering location, it must submit its own Application Form.
Sample 1

Related to Parents and Subsidiaries

  • 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:

  • Affiliates and Subsidiaries Borrower's affiliates and subsidiaries (those entities in which Borrower has either a controlling interest or at least a 25% ownership interest) and their addresses, and the names of Borrower's principal shareholders, are as provided on a schedule delivered to Bank on or before the date of this Agreement.

  • Capitalization and Subsidiaries Borrower’s capitalization as of the Closing Date is set forth on Schedule 5.14 annexed hereto. Borrower does not own any stock, partnership interest or other securities of any Person, except for Permitted Investments. Attached as Schedule 5.14, as may be updated by Borrower in a written notice provided after the Closing Date, is a true, correct and complete list of each Subsidiary.

  • Equity Interests and Subsidiaries (a) Schedule 3.07(a) sets forth a list of (i) the Borrower and each Subsidiary of the Borrower and its jurisdiction of incorporation or organization as of the Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable, and, other than the Equity Interests of the Borrower, are owned by Borrower, directly or indirectly, through Wholly Owned Subsidiaries. All Equity Interests of Borrower are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Documents and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests (or any economic or voting interests therein).

  • Business of the Borrower and the Subsidiaries Notwithstanding any other provisions hereof, engage at any time in any business or business activity other than any business or business activity conducted by any of them on the Closing Date and any business or business activities incidental or related thereto, or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto.

  • 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).

  • Parent Subsidiaries (a) All the outstanding shares of capital stock or voting securities of, or other equity interests in, each Parent Subsidiary have been validly issued and are fully paid and nonassessable and are owned by Parent, by another Parent Subsidiary or by Parent and another Parent Subsidiary, free and clear of all material pledges, liens, charges, mortgages, deeds of trust, rights of first offer or first refusal, options, encumbrances and security interests of any kind or nature whatsoever (collectively, with covenants, conditions, restrictions, easements, encroachments, title retention agreements or other third party rights or title defect of any kind or nature whatsoever, “Liens”), and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities laws.

  • 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.

  • Company Predecessor and Subsidiaries The Company makes each of the representations contained in Sections 5(a), (b), (c), (d), (e), (f), (h), (j), (k), (l), (o), (p), (r), (s) and (t) of this Agreement, as same relate or could be applicable to each Subsidiary. All representations made by or relating to the Company of a historical or prospective nature and all undertakings described in Section 9 shall relate, apply and refer to the Company and Subsidiaries and their predecessors and successors.

Time is Money Join Law Insider Premium to draft better contracts faster.