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.
Appears in 2 contracts
Sources: Merger Agreement (Interface Security Systems, L.L.C.), Merger Agreement (Interface Security Systems Holdings Inc)