Acquired Subsidiary Clause Samples

Acquired Subsidiary. Anything to the contrary herein notwithstanding, Buyer and Buyer Parent agree to permit the Acquired Subsidiary to be merged, amalgamated or otherwise combined with the Seller prior to the Closing Date.

Acquired Subsidiary. Notwithstanding any other provision of this Article 8, all Assets and Liabilities associated with any Employee Plan maintained solely for employees or former employees (or the beneficiaries or dependents thereof) of the Acquired Subsidiary shall be Acquired Assets and Assumed Liabilities, respectively. Sections 8.02 and 8.04(a) and (b) shall apply with respect to any employee of the Acquired Subsidiary who is a Transferred Individual to the extent any such employee is entitled to any benefits described therein.

Acquired Subsidiary. Schedule 4.7 sets forth the following information for the Acquired Subsidiary: (a) its name and jurisdiction of creation, formation, or organization; (b) the number of authorized Equity Interests of each class of its Equity Interests; (c) the number of issued and outstanding Equity Interests of each class of its Equity Interests, the names of the holders thereof, and the number of Equity Interests held by each such holder; and (d) the number of Equity Interests held in treasury. All of the issued and outstanding Equity Interests of the Acquired Subsidiary have been duly authorized and are validly issued, fully paid, and non-assessable. The Company holds of record and beneficially owns all of the outstanding Equity Interests of the Acquired Subsidiary, free and clear of any Encumbrances (other than restrictions under the Securities Act and state securities Laws). No Commitments exist or are authorized with respect to the Acquired Subsidiary or its Equity Interests and no such Commitments will arise in connection with the Transactions. The Acquired Subsidiary is not obligated to redeem or otherwise acquire any of its Equity Interests. No Acquired Entity controls, directly or indirectly, or has any direct or indirect Equity Interest in any Person that is not an Acquired Subsidiary.

Acquired Subsidiary. (a) The Acquired Subsidiary is a corporation duly incorporated and validly existing under the Laws of its jurisdiction of incorporation and has all corporate powers and all material Licenses required to carry on its business as now conducted. Section 3.06(a) of the Seller Disclosure Schedule sets forth a true and complete description of the Acquired Subsidiary Shares. (b) Except as set forth in Section 3.06(b) of the Seller Disclosure Schedule, the Acquired Subsidiary Shares constitute all of the issued and outstanding shares of capital stock of the Acquired Subsidiary, all of which is owned by Cambrex Ltd. (a wholly-owned Subsidiary of Cambrex), free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock). There are no outstanding (i) securities convertible into or exchangeable for shares of capital stock of the Acquired Subsidiary or (ii) obligations of the Acquired Subsidiary or any of its Affiliates to issue any capital stock or securities convertible into or exchangeable for any capital stock of the Acquired Subsidiary. There are no (x) outstanding obligations of the Acquired Subsidiary or any of its Affiliates to repurchase, redeem or otherwise acquire any outstanding capital stock of the Acquired Subsidiary or (y) outstanding preemptive rights. (c) Except as set forth in Section 3.06(c) of the Seller Disclosure Schedule, the Acquired Subsidiary does not own, directly or indirectly, any interest or investment in any corporation, company, partnership, joint venture, trust or other entity. (d) The copies of the memorandum and articles of association of the Acquired Subsidiary delivered to Buyer prior to the execution of this Agreement are complete and accurate, have attached to them copies of all resolutions and other documents required by Law to be so attached and set forth the rights and restrictions attaching to each class of share capital of the Acquired Subsidiary. (e) Except as set forth in Section 3.06(e) of the Seller Disclosure Schedule, the Acquired Subsidiary does not have outstanding any Indebtedness. (f) The current directors of the Acquired Subsidiary are listed in Section 3.06(f) of the Seller Disclosure Schedule. Other than Peter Thauer and Salvatore Guccione, all such directors are Busines▇ ▇▇▇▇▇▇▇▇▇.

Acquired Subsidiary. 49 Appendix A Terms for the Preferred Stock Exhibit A Bill of Sale Exhibit B List of Excl▇▇▇▇ Assets Exhibit C Form of Note Exhibit D Undertaking Exhibit E Statement of Net Assets Exceptions Exhibit F Form of Deed for Fee Property Exhibit G Form of Assignment for Intellectual Property Exhibit H-1 and H-2 Forms of Assignments for Real Property Leases Exhibit I Seller's "best knowledge" Exhibit J-1 and J-2 Opinions of Seller's Counsel Exhibit K Form of Guaranty Agreement Exhibit L-1 and L-2 Opinions of Special Counsel to the Special Committee Exhibit M Form of Covenant Agreement Exhibit N Form of Registration Rights Agreement Exhibit O Pro Forma Balance Sheet ASSET PURCHASE AGREEMENT dated as of November 12, 1996 (herein, together with the Exhibits attached hereto, referred to as the "Agreement") by and among G.H. Wood + Wyant Inc., a corporation incorporated under the Ca▇▇▇▇ ▇▇▇▇nes▇ ▇▇rporations Act ("Seller"), Hosposable Products, Inc., a New York corporation ("Buyer Parent"), and 3290441 Canada Inc., a corporation incorporated under the Canada Business Corporations Act, and a wholly owned subsidiary of Buyer Parent ("Buyer"). In reliance upon the representations and warranties made herein and in consideration of the mutual agreements herein contained, the parties agree as follows:

Acquired Subsidiary. (a) Seller is the sole registered and beneficial owner of all of the issued and outstanding shares in the Acquired Subsidiary, free and clear of any Encumbrances. Except for Seller’s ownership of shares in the capital of each of the Excluded Subsidiaries, neither Seller nor the Acquired Subsidiary owns, or has any interest in, any securities of any corporation or other Person which carries on, in whole or in part, the Business or any business similar to or competitive with the Business. (b) Schedule 4.3 sets forth for the Acquired Subsidiary, its jurisdiction of incorporation, the other jurisdictions in which it is qualified to do business and its directors and officers. The Acquired Subsidiary is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. The Acquired Subsidiary is duly qualified to do business and is in good standing under the Laws of each jurisdiction where such qualification is required. The Acquired Subsidiary has full corporate power and authority to conduct the business in which it is engaged, to own and use the properties and assets that it purports to own or use and to perform its obligations. The Acquired Subsidiary has not, within the last five years, (i) used any trade names or assumed names other than the trade names or assumed names set forth on Schedule 4.3(b); or (ii) operated any business other than the businesses in which it is currently engaged. (c) Tirecraft Western Canada Ltd. has been granted an exclusive, royalty-free license from Tirecraft Canada Ltd. (subject to the rights of the receiver described therein) to use the “Tirecraft” and “Signature Tire” trademarks in British Columbia, Alberta, Yukon, Northwest Territories and Nunavut and is entitled pursuant to such license to grant sub-licenses to retailers within such provinces and territories. Such license is legal, valid, binding, enforceable and in full force and effect. (d) Tirecraft Western Canada Ltd. does not have any material liabilities.

Acquired Subsidiary. Except as set forth in Section 5.21 of the Seller Disclosure Schedule or pursuant to this Agreement and the other Transaction Documents, the Acquired Subsidiary has no material liabilities or assets.

Acquired Subsidiary. The Timken IRB Shares and the Timken Ceska Shares represent the only issued and outstanding shares of capital stock for each of the Acquired Subsidiaries, respectively. There are no agreements, commitments or contracts relating to the issuance, sale or transfer of any equity securities or other securities of either of the Acquired Subsidiaries.

Acquired Subsidiary. (a) The authorized capital stock of the Acquired Subsidiary consists of 100,000 shares of common stock, par value $25 per share, all of which is issued and outstanding. The Acquired Subsidiary Stock, (i) is beneficially and legally owned, directly or indirectly, by Sears and Sears Life Holding, free and clear of all Liens (except Permitted Liens), and (ii) has been duly authorized, validly issued and is fully paid and nonassessable and is not subject to any preemptive or subscription rights. (b) There are no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the capital stock of, or other equity interest in, the Acquired Subsidiary, obligating Sears or any of its Affiliates, at any time or upon the occurrence of certain events, to offer, issue, sell, transfer, vote or otherwise dispose of or sell any shares of capital stock of, or other equity interest in, the Acquired Subsidiary.