UK Subsidiary. Permit Precision UK to maintain cash exceeding $150,000 or non- cash assets exceeding a book value of $50,000 at any time.
UK Subsidiary. Vertex Pharmaceuticals (Europe) Ltd. (the “UK Subsidiary”) has been in continuous existence since it was incorporated except where the failure to be in continuous existence could not reasonably be expected to have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has instituted a proceeding for the liquidation or winding up of the UK Subsidiary and to the Company’s knowledge, no other person has instituted a proceeding for the liquidation or winding up of the UK Subsidiary.
UK Subsidiary. According to the records of Companies House (the registry for companies incorporated in England and Wales) as of February 11, 2008, Vertex Pharmaceuticals (Europe) Ltd. has been in continuous existence since it was incorporated and there are no documents in the public file in England and Wales showing the institution of proceedings for the liquidation or winding up of this subsidiary.
UK Subsidiary. 3 UK Subsidiary's Scheme.............................................29
UK Subsidiary. The UK Sub formed pursuant to Section 10.14 is duly organized, validly existing and in good standing under the laws of the United Kingdom. The UK Sub has no obligations or liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing, including taxes with respect to or based upon transactions or events occurring on or before the Closing, except as reflected on the balance sheet attached hereto.
UK Subsidiary. In the United Kingdom, Sellas shall have provided to Companies House all information required under applicable United Kingdom law relating to persons who have significant control of Sellas Life Sciences Group UK Ltd.
UK Subsidiary. Ambion (UK) Limited is a dormant company with no assets or business operations whatsoever.
UK Subsidiary. The Company shall have passed a special resolution adopting amended Articles of Association and shall have delivered to Parent for filing the amended Articles of Association of M:Metrics, Ltd., in the form attached hereto as Exhibit I, with the Registrar of Companies for England and Wales on or prior to the Closing Date, along with the originally executed special resolutions.
UK Subsidiary. On the Closing Date the Company shall deliver written resolutions of the board of directors of the United Kingdom Subsidiary, in the form attached here to as Exhibit J.
UK Subsidiary. The Company shall deliver the statutory books of its United Kingdom Subsidiary complete and accurate up to the Closing Date and any company seals, certificates of incorporation, certificates of incorporation on change of name and all unused share certificates of its United Kingdom Subsidiary and all cheque books of the Subsidiary and will request from Square 1 Bank in writing the original share certificate of the United Kingdom Subsidiary in the name of the Company to be delivered to Parent.
