Subco. RI shall not have incurred any further liabilities or made any payments thereon, other than liabilities and payments in connection with the transactions contemplated herein in respect of regulatory maintenance and filing fees, transfer agent fees, accounting or auditing fees, legal fees and reasonable expenses;
Subco. Subco shall be validly subsisting and in good standing under the DGCL immediately prior to the Merger. Apogee covenants and agrees that Subco shall not carry on any business, shall not enter into any contracts, agreements, commitments, indentures or other instruments prior to the Closing Date other than as required to effect the Merger.
Subco. RI shall not have issued any securities, other than as contemplated herein or otherwise agreed to by the Parties, without the prior written consent of Buyco;
Subco. Subco was formed solely for the purposes of engaging in the transactions contemplated by this Agreement. Subco has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.
Subco. (d) Amalco;
Subco. (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New Jersey; (ii) has obtained the approval of its Board of Directors and Holdco, its sole shareholder, to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including to effect the Merger; (iii) has full corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; (iv) has adopted and approved this Agreement in accordance with the NJBCA; (v) the execution of this Agreement and the consummation of the transactions contemplated hereby do not violate any provisions of its organizational documents or any agreements or instruments to which it is a party, except as could not be reasonably expected to materially impair or delay its ability to consummate the transactions contemplated hereby; and (vi) this Agreement has been duly and validly executed and delivered by Subco and constitutes a legal, valid and binding agreement of Subco enforceable against Subco in accordance with its terms (except as enforceability may be limited by the Enforceability Exceptions).
Subco. SBH and Subco covenant and agree that Subco will not carry on any business and will not enter into any contracts, agreements, commitments, indentures or other instruments prior to the Effective Time other than with respect to effecting the Merger, or as otherwise contemplated herein.
Subco. RI, upon incorporation, will have approved and adopted the Arrangement Agreement and will have agreed to be bound by all of the terms and conditions thereunder, as evidenced by a written acknowledgement to that effect;
Subco. RI shall issue the Subco-RI Distribution Shares to Pubco in exchange for Pubco assigning all of its right and interest in and to the Head Agreement, the Property, and the Pubco Joint Venture to Subco-RI;
Subco. 1. Subco 1 is a corporation incorporated, duly organized, validly existing and in good standing under the Québec Act with full corporate power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is or is proposed to be conducted. Subco 1 is a wholly-owned subsidiary of Neon. Subco 1 has not engaged in any business (other than in connection with this Agreement and Transaction and other transactions contemplated thereby) since the date of its incorporation.
