No Group Company Clause Samples
No Group Company. (i) has consented to extend the time in which any Tax may be assessed or collected by any Governmental Entity (other than ordinary course extensions of time to file Tax Returns), which extension is still in effect; or (ii) has entered into or been a party to any “listed transaction” within the meaning of Section 6707A(c)(2) of the Code for a taxable period for which the applicable statute of limitations remains open.
No Group Company. (a) is insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to the company concerned in its jurisdiction of incorporation;
(b) is unable to, or has stopped, paying its debts as they fall due; or
(c) is subject to any action or request to declare it insolvent, wind it up or to make it subject to any proceeding contemplated by any applicable insolvency Law.
No Group Company. (i) holds or beneficially owns or has agreed to acquire any securities of any other company or corporation other than shares of a Subsidiary; or
(ii) is or has agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations).
No Group Company is the holder or beneficial owner of, or has agreed to acquire, any share or loan capital of any other company (whether incorporated in the United Kingdom or elsewhere) other than the Subsidiaries set out in Part 4 of Schedule 1;
No Group Company. (i) has any interest in, or has agreed to acquire, any share capital or other security referred to in paragraph 1.1.5 of any other company (wherever incorporated) other than (a) the Subsidiaries set out in Schedule 2 or (b) an interest of less than 1.0 per cent in companies listed on any stock exchange or in regulated investment funds which, in either case, the Group Company holds for cash management purposes; or
(ii) has any branch, division, establishment or operations outside the jurisdiction in which it is incorporated.
No Group Company. 4.2.1 is the legal or beneficial owner of, or has agreed to acquire, any shares, securities or other interests in, any other company or undertaking (other than the shares of a Subsidiary);
4.2.2 is, or has agreed to become, a member of any partnership or other unincorporated associated, joint venture or consortium (other than recognised trade associations);
4.2.3 controls or takes part in the management of any other company or undertaking (other than the Subsidiaries), or has agreed to do so; or
4.2.4 is a party to any profit-sharing arrangement.
No Group Company. (i) holds or beneficially owns or, except as provided for in the Reorganisation Steps Plan, has agreed to acquire any securities in any company other than another Group Company; or
(ii) is, or, except as expressly provided for in the Reorganisation Steps Plan, has agreed to become, a member of any partnership (whether incorporated or unincorporated) or other unincorporated association, joint venture or consortium (other than recognised trade associations).
No Group Company has introduced (or has an obligation to introduce) a Plan (as defined below) that remains in effect for any director, officer or employee of any Group Company or any individual independent contractor to any Group Company and no director, officer, employee or consultant of any Group Company will be entitled to receive a beneficial payment, severance pay or any other payment as a consequence of the entry into this Agreement or the completion of any of the Transactions (whether alone or in connection with any subsequent events).
No Group Company. (a) is or has agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations);
(b) has any branch or permanent establishment outside its country of incorporation.
No Group Company. 3.2.1. has given any undertaking or assurance (whether or not legally binding) to; or
3.2.2. is subject to any order of or investigation by; or
3.2.3. has received any process, notice, request for information or other communication (formal or informal) from, any court or the European Commission, the EFTA Surveillance Authority, the Office of Fair Trading, the Competition and Markets Authority, the Serious Fraud Office, the Secretary of State for Business, Innovation & Skills (or the former Secretary of State for Business, Enterprise & Regulatory Reform or Secretary of State for Trade & Industry) or any other competition or other authority having jurisdiction in competition or anti-trust matters under any competition or anti-trust legislation in any country in which any Group Company has assets or carries on or intends to carry on business or where its activities may have an effect (each an “Antitrust Authority”).