Interests in Subsidiaries Sample Clauses

Interests in Subsidiaries. The Company shall use its reasonable best efforts to cause, effective as of the Effective Time, each person set forth in Exhibit E hereto to transfer to Parent or Parent’s designee all equity interests held by such Person in the Subsidiary or Subsidiaries of the Company set forth opposite such Person’s name on Exhibit E.
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Interests in Subsidiaries. As further security for the Lender Indebtedness, Borrower shall pledge and assign to Agent, or cause to be pledged and assigned to Agent, for the pro rata benefit of the Lenders and the Issuing Bank (i) 66% of the issued and outstanding shares or other equity interests of Borrower in each Subsidiary of Borrower which is a "controlled foreign corporation" under the provisions of Section 957 of the Internal Revenue Code of 1986, as amended, and (ii) 100% of the issued and outstanding shares or other equity interests of Borrower in each other Subsidiary of Borrower. Such pledge and assignment shall also cover all dividends, distribution and other proceeds with respect to such shares or equity interests, and shall be evidenced by such securities pledge agreements and other documentation as Agent shall require to evidence, effect or perfect such pledge and assignment (collectively the "Pledge Agreements").
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Interests in Subsidiaries. On or prior to the Closing Date, the Company shall have acquired, without paying consideration therefor, any and all shares of capital stock or other equity interests of or in any of the Subsidiaries which stock or equity interests are not owned by the Company on the date of this Agreement, so that at the Closing Date the Company will be the sole owner of all capital stock and other equity interests of or in each of the Subsidiaries.
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Interests in Subsidiaries. Except as set forth in Schedule 2.13, the Corporation does not have any investment in any person or entity other than its subsidiaries. Except as set forth in Schedule 2.13, all of the issued and outstanding shares in the capital of each subsidiary have been duly authorized and validly issued and are fully paid and non-assessable and are owned, directly or indirectly, by or on behalf of the Corporation, free and clear of any hypothec, security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares in the capital of each of the subsidiaries was issued in violation of any preemptive or other similar rights of any shareholder of such subsidiary.
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Interests in Subsidiaries. Any interest held by the Seller in any of its subsidiaries.
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Interests in Subsidiaries. The Buyer shall effect the redemption or dispositions of the interests or investments of third parties in subsidiaries of the Company as set forth in Schedule 5.4 of the Company Disclosure Letter.
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Related to Interests in Subsidiaries

  • Equity Interests and Subsidiaries (a) Schedule 3.06(a) sets forth a list of (i) all the Subsidiaries and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings 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 it under the Security Agreements and Foreign Pledge Agreements, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security Agreements, and there are no outstanding warrants, options or other rights 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. (b) No consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on Schedule 3.06(c).

  • Subsidiaries; Equity Interests; Loan Parties (a) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens. (b) Except for its interests in the Company Subsidiaries, the Company does not as of the date of this Agreement own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

  • Subsidiaries; Equity Interests The Parent does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

  • Interests in Other Entities The Company does not own or control, directly or indirectly, an interest in any corporation, partnership, limited liability company, joint venture, trust or other entity.