The Subsidiary. EXECUTED as a DEED by [Name of Subsidiary] acting by Director ) [insert name of director] )
The Subsidiary. The Subsidiary and each of the Subscriber, jointly and severally, hereby represent and warrant to the Corporation, as a material inducement to the Corporation's entry into this Agreement, that, except as specified on exhibit 2.2 annexed hereto and made a part hereof (the "Subsidiary's Warranty exceptions"), the following representations and warranties are, to the best of their knowledge, materially accurate:
The Subsidiary. Borrower Security Agreement shall for any reason fail to create or there shall otherwise cease to be in existence a valid and perfected first priority security interest in the collateral purported to be covered thereby (other than as a direct result of the release thereof by the Agent or the failure of the Agent to file a continuation statement) or the Subsidiary Borrower Security Agreement shall fail to remain in full force or effect or any action shall be taken to rescind or revoke the Subsidiary Borrower Security Agreement or to assert the invalidity or unenforceability of the Subsidiary Borrower Security Agreement or any term or provisions thereof.
The Subsidiary. Planar Systems Oy, a corporation organized and existing under the laws of Finland, having its registered office in Xxxxxxxxxxx 0, 00000 Xxxxx.
The Subsidiary. (a) The Company is the sole legal and beneficial owner of all of the issued share capital of the Subsidiary, free from all security interests, options, equities, claims or other third party rights (including rights of pre-emption) of any nature whatsoever.
The Subsidiary. The Subsidiary is a Swedish limited liability company with corporate identification number 559050-1820, registered with the Swedish Companies Registration Office at 4 February 2016. The current registered address of the Subsidiary is c/o Pareto Business Management AB, P.O. 7415, XX-000 00 Xxxxxxxxx. The Subsidiary has a broken fiscal year (0701 – 0630). The object of the Subsidiary is to own and manage immovable and movable assets and conduct business related thereto. The Subsidiary is, together with the Target, the borrower under the Senior Debt Facility, and the direct owner of the Target. The Subsidiary is also the borrower under the Junior Debt Facility. The Share Purchase Agreement for the acquisition of the Target was entered into with the Vendor as seller and the Subsidiary as buyer. There is no historic or current disputes regarding the Subsidiary.
The Subsidiary. The business of the Subsidiary is limited to the marketing and sale of niobium in Europe, including European Union and CIS. The Subsidiary: (i) has not incurred any Liabilities; (ii) does not, directly, beneficially or otherwise, own or hold any assets or properties, except, in each case, as reasonably necessary to conduct the marketing business described above and, in any event, the Subsidiary has less than $5,000,000 in total assets; and (iii) has annual revenues of less than $5,000,000.
The Subsidiary. The Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the Province of Ontario, Canada. The Subsidiary has all requisite corporate power and capacity to carry on its business in which it is now engaged and to own and use the properties now owned and used by it.
The Subsidiary. The authorized capital stock of the Subsidiary consists of (i) unlimited common shares, without par value, of which 2,001 shares are issued and outstanding and (ii) unlimited Class A Special shares, without par value, of which 4,800,000 shares are issued and outstanding. All of the issued and outstanding capital stock of the Subsidiary is validly issued, fully paid and nonassessable. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Subsidiary is a party or which are binding upon the Subsidiary providing for the issuance, disposition or acquisition of any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Subsidiary. There are no agreements, voting trusts, proxies or understandings with respect to the voting, or registration under the Securities Act, of any shares of capital stock of the Subsidiary. All of the issued and outstanding shares of capital stock of the Subsidiary are owned of record and beneficially by the Company, free and clear of any Security Interest, contractual restriction or covenant, option or other adverse claim (whether arising by contract or by operation of law), other than applicable Canadian securities law restrictions or the Competition Act (Canada).
The Subsidiary. Notes Guarantors shall, jointly and severally, unconditionally guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Notes on a senior subordinated basis pursuant to the Subsidiary Notes Guarantees as described in Article Thirteen. The Subsidiary Notes Guarantors may be released from their obligations under the Subsidiary Notes Guarantees as described in Article Twelve and a Subsidiary Notes Guarantor may be released from its obligations under its Subsidiary Notes Guarantee as described in Article Thirteen. The Company shall (i) cause each Person that, after the Closing Date, becomes a Wholly Owned Restricted Subsidiary of the Company, as well as each other Restricted Subsidiary that guarantees any other Debt of the Company, to execute and deliver a supplemental indenture and thereby become a Subsidiary Notes Guarantor bound by the Subsidiary Notes Guarantee of the Notes in the form set forth in this Indenture (without such Subsidiary Notes Guarantor being required to execute and deliver its Subsidiary Notes Guarantee endorsed on the Notes) and (ii) deliver to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, that the Subsidiary Notes Guarantee of such Subsidiary Notes Guarantor is a valid and legally binding obligation of such Subsidiary Notes Guarantor.
