Common use of Acquired Subsidiary Clause in Contracts

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. (aSchedule 1.1(a) The sets forth, as of the date hereof, the name of each Acquired Subsidiary is a corporation duly incorporated and validly existing under the Laws of Subsidiary, 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 Scheduleorganization, the Acquired Subsidiary Shares constitute all total amount of the issued and outstanding shares (on a fully diluted basis), the amount and class of capital stock shares held by each shareholder, including BridgeBio or one of its Subsidiaries and such ownership percentages (on a fully diluted basis) (such shares owned by BridgeBio or one of its Subsidiaries, the “Owned Shares”). The equity interests of each Acquired Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. As of the Acquired Subsidiarydate hereof, all of which is owned by Cambrex Ltd. (a wholly-owned Subsidiary of Cambrex)the Owned Shares are owned, free and clear of any Lien and free all Encumbrances (other than the Encumbrances set forth on Section 4.5(a) of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stockBridgeBio Disclosure Letter). There are no outstanding (i) securities convertible into or exchangeable for shares of capital stock None of the Acquired Subsidiary or (ii) obligations Subsidiaries own any equity interests in any other Person. None of the Acquired Subsidiary or any of its Affiliates Subsidiaries has an obligation 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 repurchasepurchase, redeem or otherwise acquire any outstanding capital stock of the Acquired Subsidiary or (y) outstanding preemptive rights. (c) its equity interests. Except as set forth in on Section 3.06(c4.5(b) of the Seller BridgeBio Disclosure ScheduleLetter, the Acquired Subsidiary does not own, directly or indirectly, any interest or investment in any corporation, company, partnership, joint venture, there is no voting trust or other entity. (d) The copies agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of the memorandum and articles of association of the Acquired Subsidiary delivered to Buyer prior first refusal, preemptive right or proxy relating to the execution equity interests 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 any Acquired Subsidiary. (e) . Except as set forth in Section 3.06(eon Schedule 1.1(a), there are no outstanding securities convertible or exchangeable into, or the value of which is measured by reference to, equity securities of Acquired Subsidiaries, including any options, warrants, phantom stock, stock appreciation, profit participation or other equity or equity-based rights or interests. Schedule 1.1(a) sets forth, with respect to each Equity Award: (a) the name of the Seller Disclosure ScheduleEquity Award Holder, (b) the total number of shares of common stock of the applicable Acquired Subsidiary that are subject to each such Equity Award, (c) if applicable, the exercise price per share of common stock of the applicable Acquired Subsidiary, (d) the grant date and, if applicable, the expiration date of such Equity Award, and (e) the vesting schedule and current vesting status for such Equity Award. Each Equity Award grant was made in accordance with the terms of the Stock Plans, applicable Law and Section 409A of the Code, and, with respect to each Equity Award which is a stock option, such the per share exercise price of such Equity Award was equal to or greater than the fair market value of a share of common stock of the applicable Acquired Subsidiary does not have outstanding any Indebtednesson the date of grant of such Equity Award. (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▇ ▇▇▇▇▇▇▇▇▇.