Example ContractsClausesFormation or Acquisition of Subsidiaries
Formation or Acquisition of Subsidiaries
Formation or Acquisition of Subsidiaries contract clause examples
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Subsidiaries. Unless the Committee determines otherwise, any unvested Performance Units held by a Participant employed by an entity that is a Subsidiary will terminate and be forfeited immediately on the date such entity ceases to be a Subsidiary of Southwestern.

Subsidiaries. Each of the Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities Act) as of the date hereof (collectively, the “Subsidiaries”) (or, in the case of Priory and its subsidiaries, as of the Closing Date) is listed on Annex A to this Agreement, and the Company does not own or control, directly or indirectly, any corporation, association or other entity other than the entities listed thereon.

Subsidiaries. [Schedule 6.8] hereto contains an accurate list of all Subsidiaries of existing on the Restatement Effective Date, setting forth their respective jurisdictions of incorporation and the percentage of their respective Capital Stock owned by or other Subsidiaries. All of the issued and outstanding shares of Capital Stock of such Subsidiaries have been duly authorized and issued and are fully paid and non-assessable.

Subsidiaries. All of the direct and indirect subsidiaries of the Company are as disclosed in the SEC Reports. 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.

Subsidiaries. The Company does not own any equity interest in another Person.

The Adapt Acquisition shall have been consummated substantially concurrently with the funding of the Initial Term Loan on the Closing Date in all material respects in accordance with the Adapt Purchase Agreement without giving effect to any amendments, waivers, modifications or consents thereunder that are materially adverse to the interests of the Lenders or the Arrangers (as reasonably determined by the Arrangers) unless such amendments, waivers, modifications or consents are approved in writing by the Arrangers, such approval not to be unreasonably withheld or delayed.

Acquisition Expenses. The Shareholders, the Company and [[Organization B:Organization]] will each pay their own respective expenses in connection with the Acquisition contemplated hereby, including, but not limited to, fees and expenses of legal counsel or other representatives and consultants, or necessary to obtain any material documents or records requested by the other parties in the course of their respective due diligence. For avoidance of doubt, the Company shall pay all expenses relating to the [[Organization B:Organization]] Audits.

Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a) or (b), as applicable, within thirty (30) days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

Subsidiaries; Investments. Co-Borrower does not own any stock, partnership, or other ownership interest or other equity securities except for Permitted Investments.

Other Subsidiaries. Except where a failure to satisfy such representation would not have a Material Adverse Effect, each of the Subsidiaries of the Borrower (other than the Subsidiary Guarantors) # is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, # has all requisite power to own its property and conduct its business as now conducted and as presently contemplated and # is in good standing and is duly authorized to do business in each jurisdiction where Real Estate owned or leased by it is located.

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