Buyer Sub. Buyer Sub is not and has never been a party to any material agreement and has not conducted any activities other than in connection with the organization of Buyer Sub, the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby. Buyer Sub has not incurred or assumed any expenses or liabilities prior to the Closing.
Buyer Sub. (a) Upon its formation, Buyer Sub will be a corporation, duly organized, validly existing and in good standing under the laws of Delaware, all of the outstanding capital stock of which is, or will be prior to the Effective Time, owned directly or indirectly by Buyer free and clear of any lien, charge or other encumbrance. From and after its incorporation, Buyer Sub has not and will not engage in any activities other than in connection with or as contemplated by this Agreement.
(b) Buyer Sub has, or will have prior to the Effective Time, all corporate power and authority to consummate the transactions contemplated hereunder and carry out all of its obligations with respect to such transactions. The consummation of the transactions contemplated hereby has been, or will have been prior to the Closing, duly and validly authorized by all necessary corporate action in respect thereof on the part of Buyer Sub.
Buyer Sub. Prior to the Effective Time, Buyer will take any and all necessary action to cause
(i) Buyer Sub to be organized, (ii) Buyer Sub to become a direct or indirect wholly-owned subsidiary of Buyer, (iii) the directors and stockholder or stockholders of Buyer Sub to approve the transactions contemplated by this Agreement ARTICLE VII
Buyer Sub. 27 ARTICLE V COVENANTS OF SAFETY FUND
Buyer Sub. 37 ARTICLE VII REGULATORY AND OTHER MATTERS 7.1 PROXY STATEMENT-PROSPECTUS.......................................... 37 7.2 REGULATORY APPROVALS................................................ 38 7.3 AFFILIATES; PUBLICATION OF COMBINED FINANCIAL RESULTS............... 38
Buyer Sub. Buyer Sub was formed solely for the purpose of engaging in the Contemplated Transactions and it has not engaged in any business activities or conducted any operations other than in connection with the Contemplated Transactions. All of the outstanding Equity Interests of Buyer Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Buyer Sub are, and at the Merger Effective Time will be, owned directly or indirectly by Buyer. As of the date hereof, Buyer Sub does not have any assets or liabilities other than those incident to its formation or related to the evaluation, negotiation and execution of the Transaction Documents.
Buyer Sub. Parent shall use Best Efforts to duly form Buyer Sub as a wholly owned subsidiary of Parent incorporated in the Kingdom of Belgium and shall cause Buyer Sub to ratify and assume prior to the Closing, in accordance with article 60 of the Belgian Companies Code, the obligations undertaken in its name and on its behalf by Parent pursuant to this Agreement. For the avoidance of doubt, such ratification and assumption of this Agreement by Buyer Sub after the date hereof shall not call into question the binding and enforceable nature of this Agreement among those parties who have executed and delivered this Agreement as of the date hereof.
Buyer Sub. Buyer Sub shall have been duly incorporated.
Buyer Sub. Since the date of its incorporation, Buyer Sub has not and as of the Effective Time it will not have (a) conducted any business, (b) had assets other than the minimum statutory amount contributed by Buyer in exchange for its stock, (c) incurred liabilities other than an amount not exceeding Two Thousand Five Hundred Dollars ($2,500) representing fees and disbursements incurred in connection with incorporating and maintaining its corporation existence, or (d) made any distributions with respect to this stock or other payments except in satisfaction of liabilities referred to in clause (c) above.
Buyer Sub. 28 6.14 Approval of Buyer's Stockholders..................................... 29 ARTICLE VII
