The Subsidiary. EXECUTED as a DEED by [Name of Subsidiary] acting by Director ) [insert name of director] )
The Subsidiary. The Subsidiary and each of the Subscriber, jointly and severally, hereby represent and warrant to the Corporation, as a material inducement to the Corporation's entry into this Agreement, that, except as specified on exhibit 2.2 annexed hereto and made a part hereof (the "Subsidiary's Warranty exceptions"), the following representations and warranties are, to the best of their knowledge, materially accurate:
The Subsidiary. Borrower Security Agreement shall for any reason fail to create or there shall otherwise cease to be in existence a valid and perfected first priority security interest in the collateral purported to be covered thereby (other than as a direct result of the release thereof by the Agent or the failure of the Agent to file a continuation statement) or the Subsidiary Borrower Security Agreement shall fail to remain in full force or effect or any action shall be taken to rescind or revoke the Subsidiary Borrower Security Agreement or to assert the invalidity or unenforceability of the Subsidiary Borrower Security Agreement or any term or provisions thereof.
The Subsidiary. (a) The Company is the sole legal and beneficial owner of all of the issued share capital of the Subsidiary, free from all security interests, options, equities, claims or other third party rights (including rights of pre-emption) of any nature whatsoever.
The Subsidiary. UPC Singapore is the sole legal and beneficial owner of all of the issued shares in the Subsidiary which represents 100% of the issued share capital of the Subsidiary (the “Subsidiary Shares”). UPC Singapore has the exclusive right to exercise all voting and other rights over the Subsidiary Shares. Except for UPC Singapore’s ownership of the Subsidiary, none of the Companies own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person. The Subsidiary Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any Lien, purchase option, call option, right of first refusal, preemptive right or subscription right, the articles of incorporation (or equivalent organizational documents) of the Subsidiary or any Contract to which the Subsidiary is a party. There are not any bonds, debentures, notes or other indebtedness of the Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of shares in the share capital of the Subsidiary may vote (“Voting Subsidiary Debt”). There are not any options, warrants, calls, rights, convertible or exchangeable securities, stock appreciation rights, stock-based performance units, Contracts or undertakings of any kind to which the Subsidiary is a party or by which it is bound (i) obligating the Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares in the share capital or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares in the share capital stock of or other equity interest in, the Subsidiary or any Voting Subsidiary Debt or (ii) obligating the Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, unit, Contract or undertaking. There are no outstanding contractual obligations of the Subsidiary to repurchase, redeem or otherwise acquire any shares in the share capital of the Subsidiary.
The Subsidiary. (a) The Subsidiary is the only Person in which the Company owns, directly or indirectly, any equity interest, membership interest or other interest and the Subsidiary does not own any equity interest, membership interest, or other interest in any Person. (b) Except as set forth on Schedule 4.4, the Company owns all issued and outstanding Subsidiary Shares free and clear of all Liens. All Subsidiary Shares are duly authorized and validly issued and are fully paid and non-assessable, were not issued in violation of applicable Law, the Organizational Documents of the Subsidiary or any other contract or arrangement by and among the Subsidiary and the Company or to which the Subsidiary is bound, including any applicable preemptive right. The Subsidiary has not issued any equity or membership interests other than the Subsidiary Shares and there are no: (a) existing or outstanding rights, Contracts of any character or securities with equity features or convertible, exercisable or exchangeable into membership interests of the Subsidiary; (b) options, warrants, calls, puts, purchase rights, preemptive rights, exchange rights, rights of first refusal, subscriptions or other rights, agreements or commitments obligating the Subsidiary to issue, repurchase, transfer or sell any shares of its membership interests; (c) stock appreciation, phantom stock, profit participation or similar rights with respect to the Subsidiary; or (d) voting trusts or other agreements or understandings to which the Subsidiary is a party or by which the Subsidiary is bound with respect to the voting, transfer or other disposition of its shares or membership interests. No Person has been granted any agreement or option, or any right or option, for the purchase, subscription, allotment or issue of any equity securities or membership interests of the Subsidiary. 4.5
The Subsidiary. The Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of Delaware, has all necessary corporate power and authority to own or lease all of its properties and assets and to carry on its business as such business is now being conducted, and is qualified as a foreign corporation and is in good standing in all jurisdictions where the nature of its business or the nature and location of its assets requires such qualification, and where the failure to so qualify would have a Material Adverse Effect. Other than the Subsidiary, the Company does not hold or beneficially own, and has never held or beneficially owned, any other direct or indirect interest (whether it be common or preferred stock or any comparable ownership interest in any Person that is not a corporation), or any subscriptions, options, warrants, rights, calls, convertible securities or other agreements or commitments for any interest, in any Person.
The Subsidiary. The Company owns all the issued and outstanding shares of capital stock of the Subsidiary (the “Subsidiary Stock”). All of the issued and outstanding shares of capital stock of the Subsidiary have been duly authorized and are validly issued, fully paid, and non-assessable. Neither the Company nor the Subsidiary owns or has any right to acquire, directly or indirectly, any outstanding capital stock of, or other equity interest in, any other Person. The Subsidiary Stock constitutes all of the outstanding Equity Interests of the Subsidiary.
The Subsidiary. The State of California
The Subsidiary. Planar Systems Oy, a corporation organized and existing under the laws of Finland, having its registered office in Xxxxxxxxxxx 0, 00000 Xxxxx.
