Ownership of Subsidiary Stock Sample Clauses

Ownership of Subsidiary Stock. The Company will not, nor will it permit any Subsidiary to, create, form or acquire any Subsidiaries, except for Domestic Subsidiaries which are joined as additional Loan Parties in accordance with the terms hereof. The Company will not sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its Subsidiaries, nor will it permit any of its Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of their Capital Stock or other equity interests, except in a transaction permitted by subsection 7.7.
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Ownership of Subsidiary Stock. Except as set forth on Exhibit C-2, the Company and each Subsidiary owns, of record and beneficially, all of the shares of stock, membership interests and partnership interests as described on Exhibit C-1, free and clear of all Encumbrances, including any agreement, understanding or restriction affecting the voting rights or other incidents of record or beneficial ownership pertaining to such shares, membership interests or partnership interests. There are no subscriptions, options, warrants, calls, commitments, preemptive rights or other rights of any kind outstanding for the purchase of, nor any securities convertible or exchangeable for, any equity interests of any Subsidiary. Except as set forth on Exhibit C-2, there are no restrictions upon the voting or transfer of any such shares, membership interests or partnership interests pursuant to the Organizational Documents of any Subsidiary or any agreement or other instrument to which Seller, the Company or any Subsidiary is a party or by which Seller, the Company or any Subsidiary is bound, other than restrictions on transfer under applicable Securities Laws and state laws and regulations.
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Ownership of Subsidiary Stock. 110 7.11 Amendments or Waivers of Certain Agreements........................................ 110 7.12 Fiscal Year........................................................................ 111 7.13 Conduct of Business................................................................ 111
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Ownership of Subsidiary Stock. The Company shall not have any Subsidiary that is not a wholly owned Subsidiary other than Subsidiaries for which either (a) the Required Holders have provided their written consent, which may not be unreasonably withheld or (b) the Board of Directors, with the affirmative vote of the Preferred Directors, has provided its prior written consent.
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Ownership of Subsidiary Stock. ChipPAC shall not: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity Securities of any of its Subsidiaries, except as permitted under this Agreement and the Collateral Documents or to qualify directors or for nominee holders if required by applicable law; or (ii) except as a result of a sale permitted hereby of all of the outstanding Capital Stock of a Loan Party to a third party, permit any Capital Stock of any Loan Party to be directly or indirectly owned by any person other than ChipPAC, Company or a Subsidiary Guarantor; (iii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity Securities of any of its Subsidiaries (including such Subsidiary), except as permitted under this Agreement and the Collateral Documents, to ChipPAC or another Subsidiary of ChipPAC or to qualify directors or for nominee holders, if required by applicable law.
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Ownership of Subsidiary Stock. Company shall not: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity Securities of any of its Subsidiaries, except as permitted under this Agreement and the Collateral Documents or to qualify directors if required by applicable law; or (ii) except as a result of a sale permitted hereby of all of the outstanding Capital Stock of a Subsidiary Guarantor to a third-party, permit any Capital Stock of any Subsidiary Guarantor to be directly or indirectly owned by any person other than a Subsidiary Guarantor or Company; (iii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity Securities of any of its Subsidiaries (including such Subsidiary), except as permitted under this Agreement and the Collateral Documents, to Company or another Subsidiary of Company or to qualify directors or for nominee holders, if required by applicable law.
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Ownership of Subsidiary Stock. The Company shall not: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity Securities of any of its Subsidiaries, except as permitted under this Agreement and the Collateral Documents or to qualify directors if required by applicable law; (ii) except as a result of a sale permitted hereby of all of the outstanding Capital Stock of a Subsidiary Guarantor to a third-party, permit any Capital Stock of any Subsidiary Guarantor that is a wholly-owned Domestic Subsidiary to be directly or indirectly owned by any Loan Party 117 other than the Company or a Subsidiary Guarantor that is a wholly-owned Domestic Subsidiary; provided that this clause shall not prevent Newmall or ▇▇▇▇▇▇▇ UK from continuing to directly or indirectly, as applicable, own (a) Capital Stock of ▇▇▇▇▇▇▇ US and its Subsidiaries (other than Stone Rivet) immediately prior to the consummation of any of the Transactions, or (b) until the date on which the ENR Transfer is required to have been consummated pursuant to Section 6.14, Stone Rivet, ENR and their respective Subsidiaries; or (iii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity Securities of any of its Subsidiaries (including such Subsidiary), except as permitted under this Agreement and the Collateral Documents, to the Company or another wholly owned Subsidiary of the Company or to qualify directors if required by applicable law.
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Ownership of Subsidiary Stock. 28 5.19. Transactions with Affiliates........................................28 5.21.
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Related to Ownership of Subsidiary Stock

  • Ownership of Subsidiaries The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a wholly owned Subsidiary.

  • Ownership of Subject Shares (a) Except for Subject Shares Transferred after the date hereof in accordance with Section 5.01, such VC Shareholder is the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of such VC Shareholder’s Subject Shares and has good and marketable title to such Subject Shares free and clear of any Liens, claims, options, rights, understandings or arrangements or any other encumbrances, limitations or restrictions whatsoever (including, but not limited to, any restriction on the right to vote or dispose of such Subject Shares), except as set forth herein or pursuant to any applicable restrictions on transfer under the Securities Act. Except for the Investor pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC Shareholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoing.

  • Organization and Ownership of Shares of Subsidiaries (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiary, the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock of each Subsidiary owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its ability to make Restricted Payments to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

  • Disposal of Subsidiary Stock Except for any sale of any Regulatory Shares or all of the Capital Stock of a Subsidiary owned by the Borrower or its Subsidiaries, in each case in compliance with the provisions of Section 6.03 hereof, Borrower shall not directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity securities of any of its Subsidiaries (including such Subsidiary), except to Borrower, a Subsidiary Loan Party, or to qualify directors if required by applicable law.

  • Ownership of Collateral (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.