Target Entity definition
Examples of Target Entity in a sentence
Without limiting the generality of the foregoing, no Target Entity will incur any Liability under section 4980H of the Code and its governing regulations and no event has occurred and no circumstance exists or has existed that could reasonably be expected to give rise to the incurrent of such Liability.
All of the outstanding Equity Securities of each Target Entity are owned free and clear of all Liens, have been duly authorized and validly issued, and, if applicable, are fully paid and non-assessable, were offered, issued, sold and delivered in compliance with all applicable Laws governing the issuance of such securities and were not issued in violation of any preemptive rights, subscription rights or rights of first refusal.
Except as set forth on Schedule 3.6(a), there are no Contracts (including any options, warrants or similar agreements) obligating any Target Entity to issue or sell any Equity Securities or make any investments (including any loans) in any Person, or any obligation, agreement, option, warrant, right, call, convertible securities, understanding, arrangement or commitment to invest, or acquire securities, in any Person.
Each Target Entity has taken all actions necessary to comply the reporting requirements of Sections 6055 and 6056 of the Code.
Schedule 3.6(a) sets forth the entire authorized Equity Securities of each Target Entity and a complete and correct list as of the date hereof of the issued and outstanding Equity Securities of each Target Entity, including the name of the record and beneficial owner thereof and the number and type of Equity Securities held thereby.