Status of Parent. Neither Parent nor Mergerco nor any of their officers, directors or affiliates, promoters or control persons, nor any predecessor thereof, has been (a) the general partner or an executive officer of any business with respect to which a petition for relief under the Bankruptcy Code has been filed either at the time of the filing or within two years before that time; (b) been convicted in a criminal proceeding or been the subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) been subject to any order, judgment or decree, subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or its involvement in any type of business, securities or banking activities; or (d) been found by a court of competent jurisdiction (in a civil action) or the SEC to have violated a federal or state securities law, and the judgment has not been reversed, suspended or vacated.
Status of Parent. Parent is not (i) a “foreign entity,” as defined in the Defense Production Act of 1950, including all implementing regulations thereof (the “DPA”); or (ii) controlled by a “foreign person” (as defined in the DPA).
Status of Parent. Other than its ownership of Stock and the obligations evidenced by the Loan Documents, Parent does not engage in any business activities (other than Permitted Parent Activities) and has no Indebtedness or any other liabilities.
Status of Parent. Parent shall not (a) engage in any material operating or business activities or have any direct Subsidiaries other than the Borrower and the General Partner; provided that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of Equity Interests in the Borrower and the General Partner and activities incidental thereto, (ii) in connection with compensation and equity plans and related matters in respect of officers, managers, employees and directors of, and financial advisors affiliated with, the Borrower, (iii) equity issuances and repurchases that would be permitted hereunder if Parent was the Borrower, (iv) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (v) the performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted to be incurred hereunder, (vi) any public offering of its common stock or any other issuance or sale of its Equity Interests and, in each case, the redemption thereof, (vii) payment of taxes (including performance of its monetary and non-monetary obligations under the Tax Receivable Agreement), dividends, making contributions to the capital of the Borrower, extending Indebtedness to the Borrower or otherwise acting as a conduit for the transmissions of funds between any direct or indirect owner of Parent and the Borrower and guaranteeing the obligations of the Borrower, (viii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Parent and its Subsidiaries or the making and filing of any reports required by Governmental Authority, (ix) holding any cash incidental to any activities permitted under this Section 6.15, (x) providing indemnification to officers, managers, and directors, (xi) entry into by Parent of asset purchase agreements, merger agreements or similar agreements that would not otherwise be prohibited by the Loan Documents if entered into by the Borrower, and the formation and holding of “shell” Subsidiaries that only hold assets of de minimis value directly related to Parent’s corporate existence in order to effectuate such purchase or merger, so long as (x) substantially concurrently with the consummation of such purchase or merger, the purchased assets or the entities involved in such merger, as applicable, are directly or indirectly Wholly-Owned Subsidiaries of the Borrower or Local Content Entities and ...
Status of Parent. Parent is qualified to do business and is doing business in California as “LECG Corporation Which Will Do Business in California as Delaware LECG Corporation.” To the extent that Parent is deemed to be doing business in California by virtue of entering into the Asset Purchase Agreement, the Xxxx of Sale, or executing or delivering any documents or instruments pursuant to the Asset Purchase Agreement or performing its obligations under the Asset Purchase Agreement, the Xxxx of Sale or documents or instruments delivered in connection therewith, all references to Parent in the Asset Purchase Agreement, any exhibits or schedules to the Asset Purchase Agreement, the Xxxx of Sale, the Officer’s Certificates delivered under Section 6.3 of the Asset Purchase Agreement and any other documents or instruments executed and delivered by Parent, including without limitation, the signature blocks executed by Parent as “LECG Corporation” in those contexts will be deemed in each and every instance to mean “LECG Corporation Which Will Do Business in California as Delaware LECG Corporation.”
Status of Parent. Parent is a corporation duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation.
Status of Parent. The Parent qualifies as, and has elected to be treated as, a REIT and is in compliance with all requirements and conditions imposed under the Code to allow the Parent to maintain its status as a REIT. The Parent does not own any material assets or conduct any material business other than its ownership of Equity Interests in the Borrower and activities reasonably related or ancillary thereto. 72 DB3/ 204481699.8
Status of Parent. Parent does not engage in any business other than (i) owning the Stock of its Subsidiaries; (ii) ordinary course activities with NASDAQ regarding trading of its Stock; (iii) procuring directors and officers liability insurance coverage for its and its Subsidiaries directors and officers; (vi) entering into guaranties of certain real property leases entered into in the ordinary course of business by its foreign Subsidiaries; (v) owing certain Intellectual Property as set forth in Disclosure Schedule (3.15); and (vi) guaranteeing the obligations of Westaff (USA) as a franchisor, in two states.
Status of Parent. Commencing with its taxable year ending December 31 2004, Parent has been organized and operated in conformity with the requirements for qualification as a REIT.
Status of Parent. The Parent shall not carry on any business other than the holding of shares in the Company, the provision of administrative services to other members of the Group and the making of intra group loans to the Company in accordance with the Convertible Loan Agreement or to any other member of the Group subject to the terms of this Agreement. 24.26.
