Company and Subsidiaries. All of the Subsidiaries of Company as of the Effective Date after giving effect to the Transaction are identified in Schedule 5.1 annexed hereto. The capital stock of each of the Subsidiaries of Company identified in Schedule 5.1 annexed hereto is duly authorized, validly issued, fully paid and nonassessable and none of such capital stock constitutes Margin Stock. Company and each of the Subsidiaries of Company identified in Schedule 5.1 annexed hereto are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation or formation set forth therein, have full corporate power and authority to own their assets and properties and to operate their business as presently owned and conducted and as proposed to be conducted, and are qualified to do business and in good standing in every jurisdiction where their assets are located and wherever necessary to carry out their business and operations, in each case except where failure to be so qualified or in good standing or a lack of such corporate power and authority has not had and will not have a Material Adverse Effect. Schedule 5.1 annexed hereto correctly sets forth the ownership interest of Company in each of its Subsidiaries identified therein.
Company and Subsidiaries. The Company makes each of the representations contained in Sections 5(a), (b), (c), (d), (e), (f), (h), (j), (k), (l), (o), (p), (r), (s), (t), (u), (v), (w), (x), (y), (z), (aa), (bb), (cc), (dd), (ee), and (gg) of this Agreement, as same relate or could be applicable to each Subsidiary. All representations made by or relating to the Company of a historical or prospective nature and all undertakings described in Section 9 shall relate, apply and refer to the Company and Subsidiaries and their successors.
Company and Subsidiaries. In accordance with the provisions ------------------------ of section 2, the Board of the Company shall determine, in their sole ------- - discretion, (1) the responsibilities and duties to be performed by Executive for each of the Company and the Subsidiaries; and (2) the amount of the Executive's total remuneration to be allocated and paid by the Company and each of its Subsidiaries. Such determinations and allocations shall not be deemed an assignment or delegation under the terms of this section.
Company and Subsidiaries. All of the Subsidiaries of the Company as of the Closing Date are identified on Schedule 3.1M. As of the Closing Date, the Capital Stock or other equity interests of the Company and each of the Subsidiaries identified on Schedule 3.1M is duly authorized, validly issued, fully paid and nonassessable and none of such Capital Stock or other equity interests constitutes Margin Stock. Schedule 3.1M correctly sets forth, as of the Closing Date, the ownership interest of the Company and each of its Subsidiaries identified therein and all Capital Stock and other equity interest in such Subsidiaries owned by others and there are no other warrants, options or other rights to acquire any such Capital Stock or equity interests of such Subsidiaries. As of the Closing Date, except as set forth on Schedule 4.1D, there are no registration rights, shareholder, voting rights and similar agreements requiring the Company or any of its Subsidiaries to register securities under the Securities Act or governing voting or other rights of shareholders of the Company or any of its Subsidiaries, in each case to which the Company or any of its Subsidiaries is a party.
Company and Subsidiaries. Each of the Company and its Subsidiaries (A) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 3(b), (B) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, and the Company, upon entry by the Bankruptcy Court of the ECA Order, has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, and (C) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.
Company and Subsidiaries. 2.1 Each of the Company and the Subsidiaries are duly organised and validly existing as corporations under the laws of the Netherlands. The Company has all requisite corporate power to enter into the Agreement and all related documents.
2.2 Neither the Company nor any of the Subsidiaries has been dissolved and no resolution to this effect has been adopted. None of the Company and the Subsidiaries is insolvent, in suspension of payments (surséance van betaling) or in a state of dissolution (ontbonden), nor has any resolution to that effect been adopted. No action has been taken and no request is pending to declare the Company or any of the Subsidiaries insolvent, bankrupt or dissolved, to obtain a moratorium or a suspension of payments to creditors and no person or party has been appointed as trustee (bewindvoerder or curator) over any or all of the assets of the Company or any of the Subsidiaries or liquidator (vereffenaar) of the Company or any of the Subsidiaries. There are no circumstances that could lead to or result in dissolution of the Company or any Subsidiary by court order including, without limitation, the circumstances set out in articles 2:19 through 2:21 of the Dutch Civil Code.
2.3 Neither the Company nor any of the Subsidiaries is party to a demerger (juridische splitsing) or a merger (fusie) within the meaning of Title 7 of Book 2 of the Dutch Civil Code. No board resolution has been taken to that effect, nor are there any other corporate proceedings pending with respect to such merger or demerger.
2.4 The complete and correct text of the articles of association of the Company and the Subsidiaries are the versions dated 16 August 2001 (Company), 28 June 2001 (BTM), 6 February 2003 (BFM), 16 August 2001 (BJM) and 2 May 2003 (BPM). No action, board resolution or shareholder resolution has been taken to amend these articles of association. 2.5 The Company, either directly or indirectly, holds no legal or beneficial title to, nor has it agreed to acquire legal or beneficial title to, any class of shares, capital or other interest in any other company or corporation, other than the Subsidiaries.
Company and Subsidiaries. All of the Subsidiaries of the Company as of the Closing Date are identified in Schedule 4.1Q, as it may be supplemented from time to time in accordance with the provisions of subsection 6.9. As of the Closing Date, the Capital Stock or other equity interests of the Company and each of the Subsidiaries identified in Schedule 4.1Q is duly authorized, validly issued, fully paid and nonassessable and none of such Capital Stock or other equity interests constitutes Margin Stock. Schedule 4.1Q correctly sets forth, as of the Closing Date, the ownership interest of the Company in each of its Subsidiaries identified therein and all Capital Stock and other equity interest in the Company owned by others and there are no other warrants, options or other rights to acquire any such Capital Stock or equity interests of the Company. As of the Closing Date, except as set forth on Schedule 5.1D, there are no registration rights, shareholder, voting rights and similar agreements requiring the Company to register securities under the Securities Act or governing voting and other rights of shareholders of the Company, in each case to which the Company is a party.
Company and Subsidiaries. All of the Subsidiaries of Company as of the Effective Date after giving effect to the Union Acquisition are identified in Schedule 5.1 annexed hereto. The capital stock of each of the domestic Subsidiaries of Company identified in Schedule 5.1 annexed hereto which are corporations is duly authorized, validly issued, fully paid and nonassessable and, other than the capital stock of Union prior to the Merger, none of such capital stock constitutes Margin Stock. The limited and general partnership interests of each of the subsidiaries of Company identified in Schedule 5.1 annexed hereto which are limited partnerships are duly and validly issued. Company and each of the domestic Subsidiaries of Company identified in Schedule 5.1 annexed hereto are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation or formation set forth therein, have full corporate or partnership (as applicable) power and authority to own their assets and properties and to operate their business as presently owned and conducted and as proposed to be conducted, and are qualified to do business and in good standing in every jurisdiction where their assets are located and wherever necessary to carry out their business and operations, in each case except where failure to be so qualified or in good standing or a lack of such corporate power and authority has not had and will not have a Material Adverse Effect. Schedule 5.1 annexed hereto correctly sets forth the ownership interest of Company in each of its Subsidiaries identified therein.
Company and Subsidiaries. 16 Section 4.2
Company and Subsidiaries. Schedule 4.1 lists each Subsidiary and the address and jurisdiction of incorporation for such Subsidiary. Each of the Company and each Acquired Subsidiary (the Company and the Acquired Subsidiaries being herein referred to collectively as the "Acquired Companies," and individually as an "Acquired Company") is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to own and lease its assets and operate its business as currently operated. Each Acquired Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction listed with respect to it on Schedule 4.1 and those jurisdictions are all those in which such qualification is required by law as a consequence of the character of the property owned or leased by such entity or the nature of such entity's activities except for failures to be so qualified which would not reasonably be expected to have a material adverse change or effect in the properties, assets, liabilities, operating results, supplier, customer or employee relations, business, condition (financial or other) or prospects of the Acquired Companies, taken as a whole (a "Material Adverse Effect"). Schedule 4.1 lists with respect to each Acquired Company and each Subsidiary each location where such entity has a place of business or owns or leases property. The Company has heretofore furnished MEDIQ/PRN with a complete and correct copy of the Certificate of Incorporation and Bylaws for the Company and each Subsidiary. Such Certificates of Incorporation and Bylaws are in full force and effect.
