Common use of Subsidiaries Clause in Contracts

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 213 contracts

Sources: Securities Purchase Agreement (Alphatime Acquisition Corp), Securities Purchase Agreement (Nukkleus Inc.), Securities Purchase Agreement (Datavault AI Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, then references in the Transaction Documents to the Subsidiaries will be disregarded.

Appears in 146 contracts

Sources: Securities Purchase Agreement (Lu Pingji), Securities Purchase Agreement (Pacific Gold Corp), Securities Purchase Agreement (Cardima Inc)

Subsidiaries. All of the direct and indirect subsidiaries of the Company and their respective jurisdictions of incorporation are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 62 contracts

Sources: Securities Purchase Agreement (SEALSQ Corp), Securities Purchase Agreement (SEALSQ Corp), Securities Purchase Agreement (Top KingWin LTD)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on in Schedule 3.1(a)3.7. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 41 contracts

Sources: Securities Purchase Agreement (NUSATRIP Inc), Securities Purchase Agreement (NUSATRIP Inc), Securities Purchase Agreement (NUSATRIP Inc)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 41 contracts

Sources: Securities Purchase Agreement, Stock Purchase Agreement (Carpenter Chad M.), Securities Purchase Agreement (Clinical Data Inc)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a3(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary subsidiary free and clear of any Liensliens, and all of the issued and outstanding shares of capital stock of each Subsidiary subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 40 contracts

Sources: Securities Purchase Agreement (CLS Holdings USA, Inc.), Securities Purchase Agreement (Intellicell Biosciences, Inc.), Securities Purchase Agreement (Ir Biosciences Holdings Inc)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as set forth on Schedule 3.1(a), the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 32 contracts

Sources: Securities Purchase Agreement (Skyline Builders Group Holding LTD), Securities Purchase Agreement (Skyline Builders Group Holding LTD), Securities Purchase Agreement (Skyline Builders Group Holding LTD)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 30 contracts

Sources: Securities Purchase Agreement (Dih Holding Us, Inc.), Securities Purchase Agreement (ORIENTAL RISE HOLDINGS LTD), Securities Purchase Agreement (ORIENTAL RISE HOLDINGS LTD)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a4(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary subsidiary free and clear of any Liensliens, and all of the issued and outstanding shares of capital stock of each Subsidiary subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 25 contracts

Sources: Securities Purchase Agreement (Eco Innovation Group, Inc.), Securities Purchase Agreement (Clubhouse Media Group, Inc.), Securities Purchase Agreement (Forza Innovations Inc)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries and parent entities of the Company are set forth on Schedule 3.1(a)) hereto. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, other than as set forth on Schedule 3.1(a) hereto, and all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 17 contracts

Sources: Securities Purchase Agreement (Giga Tronics Inc), Share Exchange Agreement (Giga Tronics Inc), Share Exchange Agreement (Giga Tronics Inc)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any LiensLiens (except for those arising under any Credit Facility), and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 17 contracts

Sources: Securities Purchase Agreement (Castor Maritime Inc.), Securities Purchase Agreement (Castor Maritime Inc.), Securities Purchase Agreement (Castor Maritime Inc.)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company and their respective jurisdictions of incorporation or organization are set forth on Schedule 3.1(a). The Except as set forth on Schedule 3.1(a), the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 16 contracts

Sources: Securities Purchase Agreement (Kaival Brands Innovations Group, Inc.), Securities Purchase Agreement (Kaival Brands Innovations Group, Inc.), Securities Purchase Agreement (Inspire Veterinary Partners, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company and the Company’s ownership interests therein are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 12 contracts

Sources: Securities Purchase Agreement (Alternus Energy Inc.), Securities Purchase Agreement (PV Nano Cell, Ltd.), Securities Purchase Agreement (PV Nano Cell, Ltd.)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company and the Company’s ownership interests therein are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary set forth on Schedule 3.1(a), free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive pre-emptive and similar rights to subscribe for or purchase securities.

Appears in 9 contracts

Sources: Securities Purchase Agreement (GT Biopharma, Inc.), Securities Purchase Agreement (GT Biopharma, Inc.), Securities Purchase Agreement (GT Biopharma, Inc.)

Subsidiaries. All of the direct and indirect principal subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as set forth on Schedule 3.1(a), the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 9 contracts

Sources: Securities Purchase Agreement (Neptune Wellness Solutions Inc.), Securities Purchase Agreement (Flora Growth Corp.), Securities Purchase Agreement (Neptune Wellness Solutions Inc.)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 9 contracts

Sources: Securities Purchase Agreement (Palisade Bio, Inc.), Securities Purchase Agreement (Palisade Bio, Inc.), Securities Purchase Agreement (Zivo Bioscience, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all or a majority of the capital stock or other equity interests of each Subsidiary free and clear of any Liens other than Permitted Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 7 contracts

Sources: Securities Purchase Agreement (XpresSpa Group, Inc.), Securities Purchase Agreement (XpresSpa Group, Inc.), Securities Purchase Agreement (XpresSpa Group, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all a majority of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, other than Permitted Liens, subject to restrictions under applicable laws, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 7 contracts

Sources: Securities Purchase Agreement (Be Active Holdings, Inc.), Securities Purchase Agreement (Be Active Holdings, Inc.), Securities Purchase Agreement (American Graphite Technologies Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as set forth in Schedule 3.1(a), the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 7 contracts

Sources: Securities Purchase Agreement (Ondas Holdings Inc.), Securities Purchase Agreement (Sg Blocks, Inc.), Securities Purchase Agreement (Presidio Property Trust, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as set forth on Schedule 3.1(a), the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 7 contracts

Sources: Securities Purchase Agreement (Callisto Pharmaceuticals Inc), Securities Purchase Agreement (Relationserve Media Inc), Securities Purchase Agreement (Callisto Pharmaceuticals Inc)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a)in the Disclosure Schedule. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 7 contracts

Sources: Securities Purchase Agreement (Advanced Environmental Petroleum Producers Inc.), Securities Purchase Agreement (Airguide, Inc.), Securities Purchase Agreement (CDX Com Inc)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the share capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of share capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 7 contracts

Sources: Securities Purchase Agreement (Sol-Gel Technologies Ltd.), Securities Purchase Agreement (Medigus Ltd.), Securities Purchase Agreement (Medigus Ltd.)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on Schedule 3.1(a). The Company ownsowns or controls, directly or indirectly, all the percentage of the capital stock or other equity interests disclosed in Schedule 3.1(a) of each Subsidiary of the Company free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 6 contracts

Sources: Securities Purchase Agreement (GD Culture Group LTD), Securities Purchase Agreement (GD Culture Group LTD), Securities Purchase Agreement (GD Culture Group LTD)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on in Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 6 contracts

Sources: Securities Purchase Agreement (Medite Cancer Diagnostics, Inc.), Securities Purchase Agreement (Medite Cancer Diagnostics, Inc.), Securities Purchase Agreement (Medite Cancer Diagnostics, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, owns all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, then references in the Transaction Documents to the Subsidiaries will be disregarded.

Appears in 6 contracts

Sources: Securities Purchase Agreement (Aprecia Inc), Securities Purchase Agreement (Aprecia Inc), Securities Purchase Agreement (Ustelematics Inc)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a3(a). The Except as set forth on Schedule 3(a), the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 6 contracts

Sources: Securities Purchase Agreement (Terra Tech Corp.), Securities Purchase Agreement (Terra Tech Corp.), Securities Purchase Agreement (Terra Tech Corp.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction (collectively, “Liens”), and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securitiesrights.

Appears in 6 contracts

Sources: Securities Purchase Agreement (Voiceserve Inc), Securities Purchase Agreement (Voiceserve Inc), Securities Purchase Agreement (Voiceserve Inc)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as set forth on Schedule 3.1(a), the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 6 contracts

Sources: Securities Purchase Agreement (High Wire Networks, Inc.), Securities Purchase Agreement (High Wire Networks, Inc.), Securities Purchase Agreement (Inpixon)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary (if any) free and clear of any Liens, and all of the issued and outstanding shares of capital stock equity interests of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 6 contracts

Sources: Securities Purchase Agreement (Range Impact, Inc.), Securities Purchase Agreement (Range Impact, Inc.), Securities Purchase Agreement (Range Impact, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries (the “Subsidiaries”) of the Company are set forth on Schedule 3.1(a)4.1. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 5 contracts

Sources: Senior Unsecured Convertible Note Purchase Agreement (Vitesse Semiconductor Corp), Convertible Note Purchase Agreement (Quantum Fuel Systems Technologies Worldwide Inc), Secured Convertible Note Purchase Agreement (Ebix Inc)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary (if any) free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 5 contracts

Sources: Securities Purchase Agreement (Malachite Innovations, Inc.), Securities Purchase Agreement (Malachite Innovations, Inc.), Securities Purchase Agreement (Malachite Innovations, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on Schedule in Section 3.1(a)) of the Disclosure Schedule. The Company owns, directly or indirectly, all of the capital stock or other equity interests Capital Stock and Stock Equivalents of each Subsidiary free and clear of any Liens, Liens and all of the issued and outstanding shares of capital stock Capital Stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 5 contracts

Sources: Securities Purchase Agreement (Capstone Technologies Group Inc.), Securities Purchase Agreement (Unique Logistics International Inc), Securities Purchase Agreement (Bergio International, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as noted in Schedule 3.1(a), the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 5 contracts

Sources: Securities Purchase Agreement (Sionix Corp), Securities Purchase Agreement (Sionix Corp), Securities Purchase Agreement (Visualant Inc)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a3.1(b). The Except as disclosed on Schedule 3.1(b), the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 5 contracts

Sources: Securities Purchase Agreement (usell.com, Inc.), Securities Purchase Agreement (usell.com, Inc.), Stock Purchase Agreement (Aspen Group, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights rights. If the Company has no subsidiaries, then references in the Transaction Documents to subscribe for or purchase securitiesthe Subsidiaries will be disregarded.

Appears in 5 contracts

Sources: Securities Purchase Agreement (Ableauctions Com Inc), Securities Purchase Agreement (Ableauctions Com Inc), Securities Purchase Agreement (Aethlon Medical Inc)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on in Schedule 3.1(a)) hereto. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, other than the Lien granted to the Purchaser, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 5 contracts

Sources: Securities Purchase Agreement (Curative Biotechnology Inc), Securities Purchase Agreement (Curative Biotechnology Inc), Securities Purchase Agreement (Curative Biotechnology Inc)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as indicated on Schedule 3.1(a), the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 5 contracts

Sources: Securities Purchase Agreement (Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp.), Securities Purchase Agreement (Access Integrated Technologies Inc), Securities Purchase Agreement (Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp.)

Subsidiaries. All of the direct and indirect subsidiaries and limited liability corporations of the Company are set forth on in Schedule 3.1(a)) hereto. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, other than Permitted Liens and the Lien granted to the Purchaser, and all of the issued and outstanding shares of capital stock of or interests in each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 5 contracts

Sources: Securities Purchase Agreement (White River Energy Corp.), Securities Purchase Agreement (White River Energy Corp.), Securities Purchase Agreement (White River Energy Corp.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock shares or other equity interests of each Subsidiary Subsidiary, free and clear of any Liens, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 4 contracts

Sources: Securities Purchase Agreement (Allarity Therapeutics, Inc.), Securities Purchase Agreement (Allarity Therapeutics, Inc.), Securities Purchase Agreement (Allarity Therapeutics, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a3(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 4 contracts

Sources: Securities Exchange Agreement (Boldface Group, Inc.), Securities Exchange Agreement (Nutracea), Securities Exchange Agreement (Ir Biosciences Holdings Inc)

Subsidiaries. All of the material direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 4 contracts

Sources: Securities Purchase Agreement (Clearone Inc), Securities Purchase Agreement (Clearone Inc), Securities Purchase Agreement (Clearone Inc)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable nonassessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 4 contracts

Sources: Securities Purchase Agreement (Clinical Data Inc), Securities Purchase Agreement (Avalon Pharmaceuticals Inc), Securities Purchase Agreement (Clinical Data Inc)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company and the Company’s ownership interests therein are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 4 contracts

Sources: Securities Purchase Agreement (Conversion Labs, Inc.), Securities Purchase Agreement (Immudyne, Inc.), Securities Purchase Agreement (Friendable, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a)) of the Disclosure Letter. The Company owns, directly or indirectly, all a majority of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, other than Permitted Liens, subject to restrictions under applicable laws, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 4 contracts

Sources: Securities Purchase Agreement (Gratitude Health, Inc.), Securities Purchase Agreement (Gratitude Health, Inc.), Securities Purchase Agreement (Gratitude Health, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a)2.10. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 4 contracts

Sources: Exchange Agreement (Rocky Mountain High Brands, Inc.), Exchange Agreement (Rocky Mountain High Brands, Inc.), Exchange Agreement (Rocky Mountain High Brands, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company and the Company’s ownership interests therein are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests and rights to receive equity of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive pre-emptive and similar rights to subscribe for or purchase securities.

Appears in 4 contracts

Sources: Securities Purchase Agreement (Nextnrg, Inc.), Securities Purchase Agreement (Super League Enterprise, Inc.), Securities Purchase Agreement (Glimpse Group, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens (except for Permitted Liens), and all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 4 contracts

Sources: Securities Purchase Agreement (cbdMD, Inc.), Securities Purchase Agreement (Innovation1 Biotech Inc.), Securities Purchase Agreement (Recruiter.com Group, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction (collectively, "Liens"), and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securitiesrights.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Interactive Systems Worldwide Inc /De), Securities Purchase Agreement (Interactive Systems Worldwide Inc /De), Securities Purchase Agreement (Interactive Systems Worldwide Inc /De)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as set forth on Schedule 3.1(a), the Company owns, directly or indirectly, all of the share capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of share capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Stealth BioTherapeutics Corp), Securities Purchase Agreement (Stealth BioTherapeutics Corp), Securities Purchase Agreement (Stealth BioTherapeutics Corp)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a4(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 3 contracts

Sources: Note Purchase Agreement (Digital World Acquisition Corp.), Securities Exchange Agreement (Jayhawk Energy, Inc.), Securities Exchange Agreement (T3 Motion, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company as of the date hereof are set forth on Disclosure Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Zeta Network Group), Securities Purchase Agreement (Chijet Motor Company, Inc.), Securities Purchase Agreement (Chijet Motor Company, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 3 contracts

Sources: Securities Purchase Agreement (ReTo Eco-Solutions, Inc.), Securities Purchase Agreement (Infobird Co., LTD), Securities Purchase Agreement (ReTo Eco-Solutions, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule Section 3.1(a) of the Disclosure Schedules (the “Subsidiaries”). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase such securities.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Itamar Medical Ltd.), Securities Purchase Agreement (Itamar Medical Ltd.), Securities Purchase Agreement (Itamar Medical Ltd.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a)) hereto. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, other than as set forth in the SEC Reports, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Appyea, Inc), Securities Purchase Agreement (Spectrum Global Solutions, Inc.), Securities Purchase Agreement (Spectrum Global Solutions, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary as described on Schedule 3.1(a) free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Qualigen Therapeutics, Inc.), Securities Purchase Agreement (Cuentas Inc.), Securities Purchase Agreement (Qualigen Therapeutics, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company (the “Subsidiaries”) are set forth on Schedule 3.1(a3(a). The Except as set forth on Schedule 3(a), the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any LiensLiens (as defined below), and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Terra Tech Corp.), Securities Purchase Agreement (Terra Tech Corp.), Securities Purchase Agreement (Terra Tech Corp.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company (the “Subsidiaries”) are set forth on Schedule 3.1(a3.1(d). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens), and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Invivo Therapeutics Holdings Corp.), Securities Purchase Agreement (Invivo Therapeutics Holdings Corp.), Securities Purchase Agreement (Invivo Therapeutics Holdings Corp.)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens other than Permitted Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 3 contracts

Sources: Securities Purchase Agreement (MGT Capital Investments, Inc.), Securities Purchase Agreement (QHSLab, Inc.), Securities Purchase Agreement (Usa Equities Corp.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a)) or the SEC Reports. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Senesco Technologies Inc), Securities Purchase Agreement (Senesco Technologies Inc), Securities Purchase Agreement (Senesco Technologies Inc)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all a majority of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 3 contracts

Sources: Securities Purchase Agreement (InspireMD, Inc.), Securities Purchase Agreement (Genesis Biopharma, Inc), Securities Purchase Agreement (InspireMD, Inc.)

Subsidiaries. All of the direct and indirect wholly-owned subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Infusion Brands International, Inc.), Securities Purchase Agreement (Infusion Brands International, Inc.), Securities Purchase Agreement (Omnireliant Holdings, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, except for Permitted Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Oculus Innovative Sciences, Inc.), Securities Purchase Agreement (Oculus Innovative Sciences, Inc.), Securities Purchase Agreement (Oculus Innovative Sciences, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on Schedule 3.1(aSchedule3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens (except for Permitted Liens), and all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Innovation1 Biotech Inc.), Securities Purchase Agreement (Innovation1 Biotech Inc.), Securities Purchase Agreement (Innovation1 Biotech Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company which conduct any operation or which have more than de minimis assets are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Inpellis, Inc.), Securities Purchase Agreement (Nutracea), Securities Purchase Agreement (Nutracea)

Subsidiaries. All of the direct and indirect subsidiaries of the Company and the Company's ownership interests therein are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Bioptix, Inc.), Securities Purchase Agreement (Bioptix, Inc.), Securities Purchase Agreement (Ironwood Gold Corp.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Following the Debt Repurchase, the Company ownsshall own, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 3 contracts

Sources: Securities Purchase Agreement (NextPlat Corp), Securities Purchase Agreement (Progressive Care Inc.), Securities Purchase Agreement (NextPlat Corp)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as disclosed in the Prospectus, the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Bioanalytical Systems Inc), Securities Purchase Agreement (Bioanalytical Systems Inc)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a)) of the Disclosure Schedules. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (RYVYL Inc.), Securities Purchase Agreement (Histogen Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all the percentage interest of of the capital stock or other equity interests of each Subsidiary as set forth in Schedule 3.1(a) free and clear of any Liens, and all of the issued and outstanding shares of capital stock and equity interest of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (China Direct Industries, Inc.), Securities Purchase Agreement (China Direct Industries, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company shall owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (NextPlat Corp), Securities Purchase Agreement (Progressive Care Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a)in Section 3.01(a) of the Disclosure Schedules. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Verde Resources, Inc.), Securities Purchase Agreement (Basanite, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company and their respective jurisdictions of incorporation are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the issued share capital or capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding share capital or shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Ohmyhome LTD), Securities Purchase Agreement (Ohmyhome LTD)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, then references in this Agreement to the Subsidiaries will be disregarded.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Freestone Resources, Inc.), Common Stock Purchase Agreement (Vision Sciences Inc /De/)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as set forth in the SEC Reports, the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Fly-E Group, Inc.), Securities Purchase Agreement (Jones Soda Co)

Subsidiaries. All of the direct and indirect subsidiaries of the Company and their respective jurisdictions of formation are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (China Xiangtai Food Co., Ltd.), Securities Purchase Agreement (China Xiangtai Food Co., Ltd.)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on Schedule 3.1(aSCHEDULE 3.1(A). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase such securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Zone 4 Play Inc), Securities Purchase Agreement (Zone 4 Play Inc)

Subsidiaries. All of the direct and indirect subsidiaries and limited liability corporations of the Company are set forth on in Schedule 3.1(a)) hereto. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, Liens and all of the issued and outstanding shares of capital stock of or interests in each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (CV Sciences, Inc.), Securities Purchase Agreement (CV Sciences, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on Schedule Section 3.1(a)) of the Disclosure Schedule. The Company owns, directly or indirectly, all of the common shares, capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding common shares or shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Dejour Enterprises LTD), Securities Purchase Agreement (Dejour Enterprises LTD)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Except as otherwise set forth on Schedule 3.1(a), the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Evogene Ltd.), Securities Purchase Agreement (Evogene Ltd.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any LiensLiens and any restrictions on issuing dividends to the Company, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Arno Therapeutics, Inc), Securities Purchase Agreement (Arno Therapeutics, Inc)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company and the Company’s ownership interests therein are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all or a majority of the capital stock or other equity interests of each Subsidiary free and clear of any Liens other than Permitted Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (XpresSpa Group, Inc.), Securities Purchase Agreement (XpresSpa Group, Inc.)

Subsidiaries. All Each significant subsidiary (as defined in Rule 1-02(w) of the direct and indirect subsidiaries Regulation S-X) of the Company are is set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any LiensSubsidiary, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, paid and non-assessable and free of preemptive and similar rights to subscribe for or purchase securitiesassessable.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Biomira CORP), Agreement and Plan of Reorganization (Biomira Inc)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company and their respective jurisdictions of incorporation are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the share capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of share capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Biovie Inc.), Securities Purchase Agreement (Biovie Inc.)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the share capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of share capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Compugen LTD), Securities Purchase Agreement (Compugen LTD)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary Subsidiary, free and clear of any Liens, except as set forth on Schedule 3.1(a), and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Velo3D, Inc.), Securities Purchase Agreement (Velo3D, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. None of the Subsidiaries hold any material assets or have any material revenues either now or in the foreseeable future.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Catasys, Inc.), Securities Purchase Agreement (Catasys, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on Schedule 3.1(a)3.1.1. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Nano Nuclear Energy Inc.), Securities Purchase Agreement (Nano Nuclear Energy Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, paid and non-assessable and free of preemptive and similar rights to subscribe for or purchase securitiesassessable.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Biomoda Inc/Nm), Securities Purchase Agreement (VirnetX Holding Corp)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a)) of the Disclosure Schedules. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Bullion River Gold Corp), Securities Purchase Agreement (Bullion River Gold Corp)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on Schedule 3.1(a)) of the Disclosure Schedules. The Company owns, directly or indirectly, all of the share capital stock or other equity interests of each Subsidiary free and clear of any Liens, options or warrants, and all of the issued and outstanding shares of share capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Nuvve Holding Corp.), Securities Purchase Agreement (Nuvve Holding Corp.)

Subsidiaries. All of the direct and indirect subsidiaries Subsidiaries of the Company are set forth on the Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests Capital Stock and Stock Equivalents of each Subsidiary free and clear of any Liens, other than as set forth in the Schedule 3.1(a), and all of the issued and outstanding shares of capital stock Capital Stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Chromocell Therapeutics Corp), Securities Purchase Agreement (Chromocell Therapeutics Corp)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Private Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Private Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Fortress Biotech, Inc.), Securities Purchase Agreement (Fortress Biotech, Inc.)

Subsidiaries. All of the direct and indirect wholly-owned subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Share Purchase Agreement (Neonode Inc.), Securities Purchase Agreement (Neonode, Inc)

Subsidiaries. All of the ofthe direct and indirect subsidiaries of the ofthe Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all a majority of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securitiesSubsidiary.

Appears in 2 contracts

Sources: Securities Purchase Agreement (mCig, Inc.), Securities Purchase Agreement (mCig, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary as set forth on Schedule 3.1(a) free and clear of any Liens, options or warrants, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement, Securities Purchase Agreement (JRjr33, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a)3.1. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Series a Convertible Preferred Stock Purchase Agreement, Series a Convertible Preferred Stock Purchase Agreement (Us Energy Corp)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any LiensLiens except as set forth on Schedule 3.1(a), and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Delcath Systems, Inc.), Securities Purchase Agreement (Delcath Systems, Inc.)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Isonics Corp), Securities Purchase Agreement (Medialink Worldwide Inc)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock issued and outstanding shares or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (CollPlant Holdings Ltd.), Securities Purchase Agreement (Mer Telemanagement Solutions LTD)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on in Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable assessable, and free of preemptive and similar rights to subscribe for or purchase securities.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Algorhythm Holdings, Inc.), Securities Purchase Agreement (Elevai Labs Inc.)