Corporate and Share Representations. The Vendors represent and warrant that:
Corporate and Share Representations. (a) The Company is a company duly incorporated, organized, and subsisting under the law of British Columbia, is not a reporting issuer, and is in good standing with respect to the filing of annual reports with the Office of the Registrar of Companies of British Columbia.
(b) The Company has the corporate power to own the assets owned by it and to carry on the Business.
(c) The authorized capital of the Company is 10,000 Class A Common shares (without par value), 10,000 Class B Common shares (without par value), 10,000 Class C Common Non-voting shares (without par value) and 10,000 Class P Preferred shares (each with a par value of $0.10), of which the Shares are the only issued and outstanding shares of the Company.
(d) The Shares are validly issued and outstanding as fully paid and non-assessable shares in the capital of the Company.
(e) The Vendor owns the Shares as legal and beneficial owner, free and clear of all liens, claims, charges, encumbrances, and any other rights of others.
(f) The Vendor has due and sufficient right and authority to enter into this Agreement on the terms and conditions set forth in this Agreement and to transfer the legal and beneficial title to and ownership of the Shares to the Purchaser, free and clear of all liens, claims, charges, encumbrances, and any other rights of others.
(g) No person, firm, or corporation has any agreement or option or any right capable at any time of becoming an agreement to:
(i) purchase or otherwise acquire the Shares or any of the unissued shares in the capital of the Company; or
(ii) require the Vendor to sell, transfer, assign, pledge, charge, mortgage, or in any other way dispose of or encumber any of the Shares other than under this Agreement.
(h) The Notice of Articles and Articles of the Company are as attached in Schedule 4.
(i) As at the date hereof and as at the Closing Date, the Company has positive working capital and no long-term debt.
Corporate and Share Representations. (a) WaveRider Canada is a valid and subsisting corporation, duly incorporated and organized under the law of Canada, is not a reporting issuer and is in good standing with respect to the filing of annual returns pursuant to the Canada Business Corporations Act.
(b) Jetstream is a valid and subsisting corporation, duly incorporated and organized under the law of Canada, is not a reporting issuer and is in good standing with respect to the filing of annual returns pursuant to the Canada Business Corporations Act.
(c) Avendo is a valid and subsisting corporation, duly incorporated and organized under the law of Ontario, is not a reporting issuer and is in good standing with respect to the filing of annual returns pursuant to the Ontario Business Corporations Act.
(d) WaveRider USA is a valid and subsisting corporation, duly incorporated and organized under the law of Nevada , is not a reporting issuer and is in good standing with respect to the filing of annual returns pursuant to the General Corporation Law of the State of Nevada.
(e) Each of the Acquired Companies has the corporate power to own the assets owned by it and to carry on its Business.
(f) The authorized capital of WaveRider Canada is an unlimited number of common shares with no par value, of which the WaveRider Canada Shares are the only shares of WaveRider Canada issued and outstanding. The WaveRider Canada Shares are validly issued and outstanding as fully paid and non-assessable shares in the capital of WaveRider Canada.
(g) The authorized capital of the Jetstream is 2,000,000 common shares with no par value, of which the Jetstream Share is the only share of Jetstream issued and outstanding. The Jetstream Share is validly issued and outstanding as a fully paid and non-assessable share in the capital of Jetstream.
(h) The authorized capital of Avendo is an unlimited number of common shares with no par value, of which the Avendo Shares are the only shares of Avendo issued and outstanding. The Avendo Shares are validly issued and outstanding as fully paid and non-assessable shares in the capital of Avendo.
(i) The authorized capital of the WaveRider USA is 1,000 common shares with a par value of US$0.01, of which the WaveRider USA Shares are the only shares of WaveRider USA issued and outstanding. The WaveRider USA Shares are validly issued and outstanding as fully paid and non-assessable shares in the capital of WaveRider USA.
(j) The Vendor owns all of the Acquired Shares as legal and benefici...
Corporate and Share Representations. (a) BahamasCo is a corporation duly incorporated under the laws of the Bahamas, is not a reporting or public company, or listed on any stock exchange and is a valid and subsisting company in good standing. ChileCo is a corporation duly incorporated under the laws of Chile, is not a reporting or public company, or listed on any stock exchange and is a valid and subsisting company in good standing.
(b) BahamasCo and ChileCo were set up in accordance with law solely to facilitate the ownership, directly or indirectly, of mining concessions in a foreign country, have been used for no other purpose and have the corporate power to own the assets owned by them, carry on the business carried on by them and they have all licences and permits requisite for their business.
(c) The BahamasCo Shares are the only shares of BahamasCo issued and outstanding. The ChileCo Shares are the only shares of ChileCo issued and outstanding.
(d) The BahamasCo Shares and the ChileCo Shares are validly issued and outstanding as fully paid and non-assessable shares in the capital of BahamasCo and ChileCo respectively.
(e) There is no change to the memorandum and articles and(or) constating documents, as the case may be, of BahamasCo and ChileCo which has not been recorded in the appropriate company registry office.
(f) No person, firm or corporation has any agreement or option or any right capable of becoming an agreement to purchase or otherwise acquire any of the unissued shares in the capital of BahamasCo or ChileCo, as the case may be, or any other interest in BahamasCo or ChileCo.
Corporate and Share Representations. (a) The Company is a company duly incorporated, organized and subsisting under the laws of the United Mexican States and is duly registered at the corporate registry with jurisdiction in the city of Chihuahua, State of Chihuahua under registration number 45, Folio 82, Volume 62, Book First dated July 23, 1988 and is in good standing with respect to the filing of all necessary returns.
(b) The Company has the corporate power to own the assets owned by it and to carry on the Business.
(c) The authorized capital of the Company consists of 50,000 common shares, all of which are issued and outstanding.
(d) The Shares are validly issued and outstanding as fully paid and non-assessable shares in the capital of the Company.
(e) The Vendors own the Shares as legal and beneficial owners, free and clear of all liens, claims, charges and encumbrances.
(f) The Vendors have due and sufficient right and authority to enter into this Agreement on the terms and conditions set forth in this Agreement and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser, free and clear of all liens, claims, charges and encumbrances.
(g) No person, firm or corporation has any agreement or option or any right capable at any time of becoming an agreement to:
(i) purchase or otherwise acquire the Shares or any of the unissued shares in the capital of the Company; or
(ii) require the Vendors to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Shares other than under this Agreement.
Corporate and Share Representations. (a) The Company is a company duly incorporated under the laws of Argentina, is not a reporting or public company, or listed on any stock exchange and is a valid and subsisting company in good standing in accordance with applicable law.
(b) The Company was established for the purpose of owning and managing concessions in Argentina, has the corporate power to own the assets owned by it, carry on the business carried on by it and to the knowledge of the Vendor has all licences requisite to carry on its business as presently carried on.
(c) The authorized capital of the Company consists of 120 common, nominative, non-endorsable, single vote shares with a nominal par value of Argentine $1.00, of which the Shares are the only shares of the Company issued and outstanding.
(d) The GMA Shares and the XXX Shares are validly issued and outstanding as fully paid and non-assessable shares in the capital of the Company.
(e) Other than to change the name of the Company from Minera Tres Hermanas S.A. to its current name the memorandum and articles and(or) constating documents, as the case may be, of the Company have not been altered since incorporation of the Company.
(f) The Vendor owns the Shares as legal and beneficial owner, free and clear of all liens, claims, charges and encumbrances.
(g) Subject to the AMD Agreement, the Vendor has due and sufficient right and authority to enter into this Agreement on the terms and conditions set forth in this Agreement and to transfer the legal and beneficial title to and ownership of the Shares to the Purchaser and this Agreement is enforceable against the Vendor in accordance with its terms.
(h) Other than as set forth in the AMD Agreement and in this Agreement no person, firm or corporation has any agreement or option or any right capable of becoming an agreement to purchase or otherwise acquire the Shares or any of the unissued shares in the capital of the Company or any other interest in the Company.
Corporate and Share Representations. As of the Effective Date, Boliden represents and warrants to Breakwater that:
Corporate and Share Representations. (a) the Company is a company duly incorporated under the federal laws of Canada and has been Extra-Provincially registered under the Company Act in British Columbia, is not a reporting company and is a valid and subsisting company in good standing with respect to the filing of its federal annual return (Form 22) with Corporations Canada;
(b) the Company has the corporate power to own the assets owned by it and to carry on the Business.
(c) the authorized capital of the Company consists of an unlimited number of common shares without par value, and the shares listed in Section 4.6(a) are the only shares of the Company issued and outstanding.
(d) except for the Convertible Debentures, no person, firm or corporation has any agreement or option, or any right capable of becoming an agreement, to purchase or otherwise acquire any shares or other securities in the capital of the Company;
(e) the shares listed in Section 4.6(a) are validly issued and outstanding as fully paid and non-assessable shares in the capital of the Company.
(f) the Articles of Continuation and By-laws of the Company are as attached in Schedule 4.
(g) the directors and officers of the Company are as follows: Xxxxxx Xxxxxxx Director, chairman of the Board, President Xxxxx Xxxxxx Director, Secretary Xxxxxx Xxxxx Director
(h) the corporate records of the Company, as required to be maintained by it under its statute of incorporation and constating documents, are accurate, complete and up-to-date in all material respects and all material transactions of the Company have been promptly and properly recorded in its books or filed with its records;
(i) Schedule 5 contains a list of the Company's assets that have a value of at least One Thousand Dollars (the "Assets"), and the Company has good and marketable title thereto, and all Assets are free and clear of any Liens except for the Permitted Encumbrance;
Corporate and Share Representations. (a) The Company is a company duly incorporated under the law of British Columbia, is not a reporting company and is a valid and subsisting company in good standing with respect to the filing of annual reports with the Office of the Registrar of Companies of British Columbia.
(b) The Company has the corporate power to own the assets owned by it, carry on the business carried on by it and has all the licences and permits requisite for its business.
(c) The authorized capital of the Company consists of 75,000,000 common shares without par value, of which the Shares are the only shares of the Company issued and outstanding.
(d) The Shares are validly issued and outstanding as fully paid and non-assessable shares in the capital of the Company.
(e) The Memorandum and Articles of the Company have not been altered since May 30, 1991.
(f) The Vendor owns the Shares as legal and beneficial owner, free and clear of all liens, claims, charges and encumbrances.
(g) The Vendor has due and sufficient right and authority to enter into this Agreement on the terms and conditions set forth in this Agreement and to transfer the legal and beneficial title to and ownership of the Shares to the Purchaser, and this Agreement is enforceable against the Vendor in all respects.
(h) No person, firm or corporation has any agreement or option or any right capable of becoming an agreement to purchase or otherwise acquire the Shares or any of the unissued shares in the capital of the Company.
Corporate and Share Representations. (a) The Company is a company duly incorporated, organized and subsisted under the law of Costa Rica, is not a reporting company and is in good standing with respect to the filing with the corporate registry of its jurisdiction.
(b) The Company has the corporate power to own the assets owned by it and to carry on the Business.
(d) The Shares are validly issued and outstanding as fully paid and non-assessable shares in the capital of the Company and the Company has no other shares issued or authorized to be issued.
(e) The Vendors own the Shares as legal and beneficial owners, free and clear of all liens, claims, charges and encumbrances.
(f) The Vendors have due and sufficient right and authority to enter into this Agreement on the terms and conditions set forth in this Agreement and to transfer the legal and beneficial title to and ownership of the Shares to the Purchaser, free and clear of all liens, claims, charges and encumbrances.
(g) No person, firm or corporation has any agreement or option or any right capable at any time of becoming an agreement to:
(i) purchase or otherwise acquire the Shares or any of the unissued shares in the capital of the Company; or
(ii) require the Vendors to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Shares other than under this Agreement.
