Incorporation of Subsidiaries. Each principal subsidiary of the Company (as listed in Schedule C hereto) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized, is validly existing as a corporation and, where such concept is applicable, is in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary owned by the Company, directly or through subsidiaries, has been duly authorized and validly issued, is fully paid and non-assessable and is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary owned by the Company, directly or through subsidiaries, was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary.
Incorporation of Subsidiaries. Each of the Company’s Significant Subsidiaries (as defined below) has been duly incorporated or organized, is validly existing as a corporation and, where such concept is applicable, is in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Prospectus, all of the issued and outstanding capital stock of each such Significant Subsidiary owned by the Company, directly or through subsidiaries, has been duly authorized and validly issued, is fully paid and non-assessable and is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Significant Subsidiary owned by the Company, directly or through subsidiaries, was issued in violation of the preemptive or other similar rights of any securityholder of such Significant Subsidiary. As used herein, the term “Significant Subsidiaries” means Nomura Securities Co., Ltd., Nomura Asset Management Co., Ltd., The Nomura Trust and Banking Co., Ltd., Nomura Securities International, Inc., Nomura International plc and Nomura International (Hong Kong) Limited.
Incorporation of Subsidiaries. Each Subsidiary of Borrower is a ----------------------------- company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is duly licensed or qualified as a foreign corporation in all jurisdictions where the failure to be so qualified, authorized and in good standing would have a material adverse effect on Borrower and its Subsidiaries taken as a whole.
Incorporation of Subsidiaries. The Borrower undertakes not to incorporate any company as its Subsidiary.
Incorporation of Subsidiaries. Prior to the Effective Date, incorporate BC Subco and CBCA Subco on terms acceptable to Peak and Metallica, acting reasonably.
Incorporation of Subsidiaries incorporate any company as its Subsidiary (except where such company upon its incorporation executes, subject to, and to the extent permitted under, all applicable laws, a Guarantee and Debenture (or the equivalent documents (in a form approved by the Bank) under the laws of the jurisdiction of that company's incorporation) and delivers the same to the Bank together with, in the latter case, a legal opinion (in a form and content satisfactory to the Bank) from lawyers appointed by the Bank:
Incorporation of Subsidiaries. Prior to the Effective Date, incorporate New Gold Subco and on terms acceptable to Western, acting reasonably.
Incorporation of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized, is validly existing as a corporation and, in jurisdictions in which such concept is applicable, is in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where any such failure to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed in Exhibit 8.1 to the Annual Report on Form 20-F and (b) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X;
Incorporation of Subsidiaries. Incorporate any company as its Subsidiary, except where such company upon its incorporation executes, subject to, and to the extent permitted under, all applicable laws, a Guarantee and Debenture (or Security Documents having equivalent effect (in form and substance approved by the Agent)) under the laws of the jurisdiction of that company's incorporation and delivers the same to the Agent together with, in the latter case, a legal opinion (in a form and content satisfactory to the Agent) confirming such Security Documents are valid and effective in guaranteeing and securing the relevant liabilities from lawyers appointed or approved by the Agent.
Incorporation of Subsidiaries. (a) After the execution of this Agreement, Trophy shall cause PCHK2 (after PCHK2 has been established) to start to incorporate its Subsidiaries in the State of Israel, Hong Kong, USA and other territory as PCHK2 decides. Notwithstanding anything herein or the in the other Transaction Agreements, Buyers shall be responsible for the fulfillment by Buyers' Subsidiaries of the terms of the Transaction Agreements which refers to Buyers' Subsidiaries
