The Company and its Subsidiaries a. The Company’s Subsidiaries have obtained bonds from surety companies. The agreements pursuant to which the bonds were issued and will be issued in the future provide that the Company and most of its Subsidiaries agree to hold such surety companies harmless in respect of such bonds and grant liens upon certain of their assets in favor of the bonding companies to secure such “hold harmless” obligations.
The Company and its Subsidiaries. (i) The validly issued share capital, registered capital or charter capital of each Group Company as of the date of this Agreement is set forth in Section 3.2(a) of the Company Disclosure Letter. With respect to the share capital of the Company as of the date of this Agreement, Section 3.2(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the following (on an aggregate, and not holder-by-holder, basis): (A) outstanding Ordinary Shares, by class or series; (B) outstanding Preferred Shares, by class or series; (C) warrants and other share purchase rights, if any; (D) outstanding share options, restricted share units and other equity incentive awards; and (E) reserved but unissued shares under the ESOP.
The Company and its Subsidiaries. (a) Exhibit 8.1 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2011 sets forth a correct and complete list of each Subsidiary of the Company required to be disclosed in that exhibit as of the date such report was filed in accordance with the applicable requirements of the Exchange Act. The Company owns beneficially and of record all of the issued equity of (i) each of its Significant Subsidiaries and (ii) except any lack of ownership that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect, all of the Company’s other Subsidiaries. Each outstanding capital share of each Subsidiary of the Company is duly authorized, validly issued, fully paid and non-assessable and each capital share of each Subsidiary of the Company owned by the Company or another Subsidiary of the Company is free and clear of all material Encumbrances.
The Company and its Subsidiaries. 1.1 The Company has no and never has had any subsidiary or shares in or stock of any company other than the companies set out in Schedule 2.
The Company and its Subsidiaries. The presentation of an executed copy of this Agreement (or photocopy thereof) by any Qualified Holder or representative thereof to the Company's independent accountants shall constitute the Company's permission to its independent accountants to participate in discussions with such Persons notwithstanding the fact that such Qualified Holder is not a party hereto.
The Company and its Subsidiaries. Except as would not have a Company Material Adverse Effect, the Company and each of the Subsidiaries (other than the Company Professional Associations and the Company Management Subs) have been and currently are in compliance with all Healthcare Laws applicable to their respective business, activities and services. Except for routine matters which have been resolved to the Governmental Authority’s satisfaction, none of the Company or the Subsidiaries (other than the Company Professional Associations and the Company Management Subs) have received any written notice, citation, suspension, revocation, limitation, warning or request issued by a Governmental Authority which alleges or asserts that such Person has violated any Healthcare Laws in any material respect.
The Company and its Subsidiaries. Except as would not have a Company Material Adverse Effect, the Company and each of the Subsidiaries have been and currently are in compliance with all Healthcare Laws applicable to their respective business, activities and services. Except for routine matters which have been resolved to the Governmental Authority’s satisfaction, none of the Company or the Subsidiaries have received any notice, citation, suspension, revocation, limitation, warning or request issued by a Governmental Authority which alleges or asserts that such Person has violated any Healthcare Laws.
The Company and its Subsidiaries. 5.1 No Group Company:
The Company and its Subsidiaries. 10.2.1 Participations held by the Company and its Subsidiaries Except for
The Company and its Subsidiaries. (i) Each of the Company and its Subsidiaries (i) is duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation, (ii) has the power and authority to own, lease and operate its properties and assets and to transact the Business and (iii) is duly qualified and authorized to do business and in good standing in all jurisdictions in which ownership of its properties or conduct of the Business requires it to be so qualified. Attached to this Agreement as Schedule 4.1(a) is a true, correct and complete list of all jurisdictions in which the Company and each of its Subsidiaries is qualified to do business.
