Corporate Matters. 3.1 The Shares constitute the whole of the allotted and issued share capital of the Company and have been validly issued and allotted and are fully paid up. 3.2 Other than this agreement, there is no agreement or commitment outstanding which calls for the allotment, issue or transfer of, or accords to any person the right to call for the allotment, issue or transfer of, any shares (including the Shares) or any debentures in or securities of the Company. 3.3 None of the Shares are subject to any rights of pre-emption or restrictions on transfer. 3.4 The Company does not have any interest in any body corporate or undertaking (other than through Investment Assets held in the ordinary course of business). 3.5 The information given in Schedule 8 is true and accurate save with respect to any non-material administrative errors. 3.6 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company which have been made available to the Purchaser are complete and accurate, have attached to them copies of all shareholders’ resolutions required so to be attached and fully set out the rights and restrictions attaching to each class of share capital of the Company to which they relate. 3.7 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formation. 3.8 All documents which should have been delivered by the Company to its registry have been so delivered. 3.9 The business of the Company is being conducted in accordance with its memorandum of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts of the Company and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactions. 3.10 The Company is a company validly existing under the laws of Bermuda and has the power and authority under its constitutional documents to conduct its business as conducted as at the date of this agreement. 3.11 There has been no failure by the Company or its officers to comply with the provisions of the Companies Act, including the provisions as to filing of returns, particulars, resolutions and other documents with Governmental Authorities or to comply with all legal requirements in connection with the formation of the Company and with issues of shares and other securities that has had a Material Adverse Effect. 3.12 The Company has not employed any person or entered into agreements with any consultant. 3.13 The Company is not currently trading, nor has it ever traded prior to the Retrocession Agreements being entered into between the Company and the Ceding Companies.
Appears in 2 contracts
Samples: Sale and Purchase Agreement, Sale and Purchase Agreement (Xl Group PLC)
Corporate Matters. 3.1 The Shares constitute the whole (a) Each of the allotted Ontario GP and issued share capital of the Company MDS Quebec (each a “Corporate Operator”) and have been validly issued and allotted and are fully paid up.
3.2 Other than this agreement, there is no agreement or commitment outstanding which calls for the allotment, issue or transfer of, or accords to any person the right to call for the allotment, issue or transfer of, any shares (including the Shares) or any debentures in or securities of the Company.
3.3 None of the Shares are subject to any rights of pre-emption or restrictions on transfer.
3.4 The Company does not have any interest in any body corporate or undertaking (other than through Investment Assets held in the ordinary course of business).
3.5 The information given in Schedule 8 is true and accurate save with respect to any non-material administrative errors.
3.6 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company which have been made available to the Purchaser are complete and accurate, have attached to them copies of all shareholders’ resolutions required so to be attached and fully set out the rights and restrictions attaching to each class of share capital of the Company to which they relate.
3.7 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formation.
3.8 All documents which should have been delivered by the Company to its registry have been so delivered.
3.9 The business of the Company is being conducted in accordance with its memorandum of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts of the Company and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactions.
3.10 The Company MDS is a company corporation duly incorporated and validly existing under the laws of Bermuda its jurisdiction of incorporation. MDS ONT LP (the “Partnership Operator”) is a limited partnership duly formed and validly existing under the laws of its jurisdiction of formation. No proceedings have been taken or authorized by MDS or an Operator or, to the best of MDS’ knowledge, by any other Person, with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of MDS or an Operator. To the knowledge of MDS, Toronto GP (the “Non-Controlled Corporate Operator”) is a corporation duly incorporated and validly existing under the laws of its jurisdiction. To the knowledge of MDS, Toronto Labs (a “Non-Controlled Partnership Operator”) is a limited partnership duly formed and validly existing under the laws of its jurisdiction of formation. To the knowledge of MDS, no proceedings have been taken or authorized by MDS or a Non-Controlled Operator or by any other Person with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of a Non-Controlled Operator.
(b) MDS has the all necessary corporate power and authority under capacity to execute and deliver, and to observe and perform its constitutional documents covenants and obligations under, this Agreement and the Closing Documents to conduct which it is a party. MDS has taken all corporate action necessary to authorize its business as conducted as at execution and delivery of, and the date observance and performance of its covenants and obligations under, this agreementAgreement and the Closing Documents to which it is a party.
3.11 There (c) (i) MDS Quebec has been no failure all necessary corporate power and capacity and, subject to the LPBP Consent, MDS ONT LP has all necessary power and capacity under the partnership agreement governing it to execute and deliver and perform its covenants and obligations under the Closing Documents to which it will be a party; and (ii) MDS Quebec has taken all corporate action necessary and, subject to the LPBP Consent, MDS ONT LP has taken all action necessary under the partnership agreement governing it to authorize the execution and delivery of, and the observance and performance of its covenants and obligations under the Closing Documents to which it will be a party.
(d) MDS, each Corporate Operator and, to the knowledge of MDS, the Non-Controlled Corporate Operator has all necessary corporate power and capacity, and the Partnership Operator and, to the knowledge of MDS, the Non-Controlled Partnership Operator has all necessary power and capacity under the partnership agreement governing it, to own or lease the Purchased Assets owned or leased by it and to carry on the Company or its officers to comply with Diagnostics Business as presently carried on by it. Neither the provisions nature of the Companies ActDiagnostics Business nor the location or character of any of the Purchased Assets requires MDS or any Operator to be registered, including the provisions licensed or otherwise qualified as to filing of returns, particulars, resolutions and other documents with Governmental Authorities an extra-provincial or foreign corporation or partnership or to comply with all legal requirements be in connection with good standing in any jurisdiction other than (i) jurisdictions where it is duly registered, licensed or otherwise qualified and in good standing for such purpose or (ii) to the formation of extent that any failure to be so qualified either individually or in the Company and with issues of shares and other securities that has had aggregate, would not have a Material Adverse Effect.
3.12 The Company (e) This Agreement has not employed any person or been duly executed and delivered by MDS and, subject to the LPBP Consent, the Closing Documents to be entered into agreements by a Seller will be duly executed and delivered by such Seller. This Agreement constitutes a valid and binding obligation of MDS enforceable against MDS in accordance with any consultant.
3.13 The Company is not currently tradingits terms and, nor has it ever traded prior subject to the Retrocession Agreements being entered into between LPBP Consent, each such Closing Document will constitute a valid and binding obligation of the Company and the Ceding Companiesapplicable Seller enforceable against such Seller in accordance with its terms.
Appears in 2 contracts
Samples: Asset Purchase Agreement (LPBP Inc), Asset Purchase Agreement (MDS Inc)
Corporate Matters. 3.1 The Shares constitute (A) Compliance has been made with all legal and procedural requirements and other formalities in connection with the whole Company concerning (i) its business licence and the Articles of Association and other constitutional documents (including directors' resolutions passed or purported to be passed); (ii) the filing of all documents by the Company as required by the laws of the allotted PRC to be filed with relevant governmental authorities in the PRC; (iii) the increase of its registered capital and issued share capital total investment; (iv) payments of interest and dividends and making of other distributions, and (v) directors and other officers.
(B) None of the provisions of the Joint Venture Contract have been breached by the Vendors, each party has performed on time its obligations thereunder and no event has occurred which may lead to the invocation of any of the termination provisions thereunder. So far as the Vendors are aware, none of the parties to the Joint Venture Contract have infringed any laws or regulations of the PRC with respect to their dealings with the Company or with each other or their investment in the Company.
(C) The minute books of directors' meetings and of shareholders' meetings respectively contain full and accurate records of all resolutions passed by the directors and the shareholders respectively of the Company and no resolutions have been validly issued and allotted and are fully paid up.
3.2 Other than this agreement, there is no agreement passed by either the directors or commitment outstanding which calls for the allotment, issue or transfer of, or accords to any person the right to call for the allotment, issue or transfer of, any shares (including the Shares) or any debentures in or securities of the Company.
3.3 None of the Shares are subject to any rights of pre-emption or restrictions on transfer.
3.4 The Company does not have any interest in any body corporate or undertaking (other than through Investment Assets held in the ordinary course of business).
3.5 The information given in Schedule 8 is true and accurate save with respect to any non-material administrative errors.
3.6 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts shareholders of the Company which have been made available to are not recorded in the Purchaser are complete and accurate, have attached to them copies of all shareholders’ resolutions required so to be attached and fully set out the rights and restrictions attaching to each class of share capital of the Company to which they relaterelevant minute books.
3.7 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts (D) All charges in favour of the Company have not (if appropriate) been amended at any time since formation.
3.8 All documents which should have been delivered by the Company to its registry have been so delivered.
3.9 The business of the Company is being conducted registered in accordance with its memorandum of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts of the Company and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactions.
3.10 The Company is a company validly existing under the laws of Bermuda and has the power and authority under its constitutional documents to conduct its business as conducted as at the date of this agreement.
3.11 There has been no failure by the Company or its officers to comply with the provisions of the applicable legislation and regulations and at the relevant registries or authorities.
(E) All accounts, books, ledgers, and other financial records of the Company:-
(i) have been properly maintained, are in the possession of the Company and contain due and accurate records of all matters required by law to be entered therein;
(ii) do not contain or reflect any material inaccuracies or discrepancies; and
(iii) give and reflect a true and fair view of the matters which ought to appear therein and no notice or allegation that any of the same is incorrect has been received, or if the Company has received such notice or allegation, the incorrectness or errors have been rectified.
(F) So far as the Vendors are aware, all documents requiring to be filed with the Registrar of Companies Actin Hong Kong or the equivalent body in the British Virgin Islands, the Bahamas, the United States of America and the PRC or any other relevant authority by the Company have been properly made up and filed.
(G) So far as the Vendors are aware, each of the Company and its directors (in their capacity as such) has complied with all relevant legislation and obtained and complied with all necessary Consents to carry on business whether in the country, territory or state in which it is incorporated or elsewhere, including the provisions as (but without limitation) legislation relating to filing of returnscompanies and securities, particulars, resolutions real property and other documents with Governmental Authorities or to comply Taxation and have complied with all legal requirements in connection with the formation of the Company and with issues of shares and other securities that relation to any transactions to which it is or has had been a Material Adverse Effect.
3.12 The Company has not employed any person or entered into agreements with any consultant.
3.13 The Company is not currently trading, nor has it ever traded party prior to the Retrocession Agreements being entered into between the Company and the Ceding CompaniesCompletion.
Appears in 2 contracts
Samples: Purchase Agreement (Belair Enterprises Inc), Purchase Agreement (Belair Enterprises Inc)
Corporate Matters. 3.1 The Shares constitute the whole of the allotted (a) It is a duly incorporated or amalgamated and issued share capital of the Company validly existing corporation or a duly organized and have been validly issued and allotted and are fully paid up.
3.2 Other than this agreementexisting partnership, there is no agreement or commitment outstanding which calls for the allotment, issue or transfer of, or accords to any person the right to call for the allotment, issue or transfer of, any shares (including the Shares) or any debentures in or securities of the Company.
3.3 None of the Shares are subject to any rights of pre-emption or restrictions on transfer.
3.4 The Company does not have any interest in any body corporate or undertaking (other than through Investment Assets held in the ordinary course of business).
3.5 The information given in Schedule 8 is true and accurate save with respect to any non-material administrative errors.
3.6 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company which have been made available to the Purchaser are complete and accurate, have attached to them copies of all shareholders’ resolutions required so to be attached and fully set out the rights and restrictions attaching to each class of share capital of the Company to which they relate.
3.7 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formation.
3.8 All documents which should have been delivered by the Company to its registry have been so delivered.
3.9 The business of the Company is being conducted in accordance with its memorandum of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts of the Company and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactions.
3.10 The Company is a company validly existing under the laws of Bermuda case may be, and has the power and authority to enter into and perform its obligations under any Credit Documents to which it is or will be a party, to own its constitutional documents Property and to conduct its carry on the business in which it is engaged.
(b) It is in compliance with the requirements for carrying on business in all jurisdictions in which it carries on business except to the extent that the non-compliance would not have a material adverse effect on the ability of the Restricted Parties, taken as conducted a whole, to carry on business.
(c) It has all Permits required as at of the date hereof, to enter into and perform its obligations under any Credit Documents to which it is or will be a party, to own its Property and to carry on the business in which it is engaged, except to the extent that the absence of Permits would not have a material adverse effect on the ability of the Restricted Parties, taken as a whole, to do all things contemplated in this agreementparagraph.
3.11 There has been no failure (d) The entering into and the performance by the Company or its officers to comply with the provisions it of the Companies ActCredit Documents to which it is or will be a party (i) have been duly authorized by all necessary corporate action on its part, including (ii) do not and will not violate its Constating Documents, any Requirement of Law, the provisions as 1999 Indenture, the 2001 Indenture or the terms of any Permitted Senior Secured Indebtedness, Permitted Subordinated Secured Indebtedness or Permitted Unsecured Indebtedness, (iii) do not and will not violate any Permit or any Contract not mentioned in item (ii) to filing which it is a party, except to the extent that any violation would not cause a Material Adverse Change, and (iv) will not result in the creation of returnsany Encumbrance on any of its Property or require it to create any Encumbrance on any of its Property other than, particularsin either case, resolutions Permitted Encumbrances and other documents with Governmental Authorities will not result in the forfeiture of any of its Property.
(e) Its Constating Documents do not restrict the power of its directors to borrow money, to give financial assistance by way of loan, guarantee or otherwise, or to comply encumber any or all of its present and future Property to secure the Obligations, except for restrictions under any Constating Document which have been complied with all legal requirements in connection with the formation Credit Documents and the Permitted Obligations.
(f) It is not in violation of any term of its Constating Documents and is not in violation of any Requirement of Law, Permit or Contract, the violation of which would materially and adversely affect its ability to own its Property and conduct its business, nor will its execution, delivery and performance of any Credit Documents to which it is a party result in any such violation.
(g) It has good and marketable title to or the right to use or good, valid and subsisting leases or licenses in respect of all of the Company Property necessary for the operation of its business, free and with issues clear of shares any Encumbrances, other than Permitted Encumbrances, and other securities that no person has had a Material Adverse Effectany agreement or right to acquire any of its Property out of the ordinary course of business.
3.12 The Company has not employed any person or entered into agreements with any consultant.
3.13 The Company is not currently trading, nor has it ever traded prior to the Retrocession Agreements being entered into between the Company and the Ceding Companies.
Appears in 2 contracts
Samples: Credit Agreement (Norske Skog Canada LTD), Credit Agreement (Norske Skog Canada LTD)
Corporate Matters. 3.1 The Shares constitute the whole (a) Issuer and each of the allotted Subsidiaries is a corporation duly incorporated, organized and issued share capital validly existing in good standing under the laws of its jurisdiction of incorporation. No proceedings have been taken or authorized by any of Issuer, any Subsidiary or, to the best of Issuer's knowledge, by any other Person with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of Issuer or any of the Company and have been validly issued and allotted and are fully paid upSubsidiaries.
3.2 Other than (b) Issuer has all necessary power and capacity to execute and deliver, and to observe and perform their covenants and obligations under, this agreement, there Agreement and the Closing Documents to which each is no agreement or commitment outstanding which calls for a party. Issuer has taken all corporate action and caused all necessary shareholder action to authorize the allotment, issue or transfer execution and delivery of, or accords and the observance and performance of their covenants and obligations under, this Agreement and the Closing Documents to any person which each is a party including, without limitation, the right to call for the allotment, issue or transfer of, any shares (including the Shares) or any debentures in or securities of the Company.
3.3 None issuance and delivery of the Shares are subject to any rights of pre-emption or restrictions on transferand Warrant.
3.4 The Company does not (c) Issuer and the Subsidiaries have all necessary power and authority to own or lease the Assets and to carry on the Business as at present carried on. Issuer and the Subsidiaries possess all Licences material to the conduct of the Business. Neither the nature of the Business nor the location or character of any interest of the Assets requires any of Issuer or the Subsidiaries to be registered, licensed or otherwise qualified as an extra-provincial or foreign corporation or to be in good standing in any body corporate or undertaking (jurisdiction other than through Investment Assets held jurisdictions where it is duly registered, licensed or otherwise qualified and in the ordinary course of business)good standing for such purpose.
3.5 The information given in Schedule 8 is true (d) This Agreement has been, and accurate save with respect to any non-material administrative errors.
3.6 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company which have been made available to the Purchaser are complete and accurate, have attached to them copies of all shareholders’ resolutions required so to be attached and fully set out the rights and restrictions attaching to each class of share capital of the Company Closing Document to which they relate.
3.7 The copies of the bye-lawsIssuer is a party will on Closing be, memorandum of association of the Company duly executed and the documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formation.
3.8 All documents which should have been delivered by the Company Issuer, and this Agreement constitutes, and each Closing Document to its registry have been so delivered.
3.9 The business which Issuer is a party will on Closing constitute, a valid and binding obligation of the Company is being conducted Issuer enforceable against Issuer in accordance with its memorandum of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts terms.
(e) A true copy of the Company Articles and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactions.
3.10 The Company is a company validly existing under the all by-laws of Bermuda the Issuer each as amended to date and has the power currently in effect have been delivered to AOL by Issuer. The Articles and authority under its constitutional documents to conduct its business as conducted as at the date of this agreement.
3.11 There has been no failure by the Company or its officers to comply with the provisions such by-laws of the Companies Act, including the provisions as to filing of returns, particulars, resolutions and other documents with Governmental Authorities or to comply with Issuer constitute all legal requirements in connection with the formation of the Company constating documents and with issues by-laws of shares the Company, are complete and other securities that has had a Material Adverse Effectcorrect and are in full force and effect, subject to confirmation of Issuer's general by-laws by their shareholders.
3.12 The Company has not employed any person or entered into agreements with any consultant.
3.13 The Company is not currently trading, nor has it ever traded prior to the Retrocession Agreements being entered into between the Company and the Ceding Companies.
Appears in 2 contracts
Samples: Subscription Agreement (Bid Com International Inc), Subscription Agreement (Bid Com International Inc)
Corporate Matters. 3.1 (a) The Shares constitute Corporation has been duly incorporated and is an existing corporation under the whole laws of Ontario, with the corporate power and authority to own its property and conduct its business as described in the Prospectus and is duly registered or qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such registration or qualification, except where failure to be so registered or qualified would not have a material adverse effect on the business or results of operations of the allotted Corporation and issued share capital its subsidiaries, taken as a whole (a "MATERIAL ADVERSE EFFECT").
(b) Each subsidiary of the Company Corporation has been duly incorporated and is an existing corporation in good standing under the laws of its jurisdiction of incorporation, with corporate power and authority to own its property and conduct its business and is duly registered or qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such registration or qualification, except to the extent that the failure to be so registered or qualified or in good standing would not have a Material Adverse Effect. All of the issued and outstanding shares of each subsidiary of the Corporation has been duly authorized and validly issued and allotted is fully paid and non-assessable, and the shares of each subsidiary owned by the Corporation, directly or indirectly, are owned free and clear of all liens, encumbrances, defects, or adverse claims or charges of any type whatsoever.
(c) The Common Shares outstanding prior to the issuance of the Shares have been duly authorized, validly issued and are fully paid upand non-assessable and conform, in all material respects to the description of such shares in the Prospectus. There are no outstanding securities convertible into or exchangeable for, or warrants, rights or options to purchase from the Corporation, or obligations of the Corporation to issue, any Common Shares or any other class of shares in the capital of the Corporation, except as set forth in the Prospectus.
3.2 Other than (d) The Shares have been duly authorized and, when issued and delivered and paid for in accordance with the terms of this agreementAgreement, will be validly issued and fully paid and non-assessable and conform, in all material respects to the description of such shares in the Prospectus. The issuance of the Shares will not be subject to any pre-emptive or similar rights.
(e) Except as disclosed in the Prospectus and except for the agreement between the Corporation and Coxwain Row Capital Corporation dated August 18, 1999, there is are no agreement contracts, agreements or commitment outstanding which calls understandings between the Corporation and any person that would give rise to a valid claim against the Corporation or any U.S. Underwriter or Canadian Underwriter for a brokerage commission, finder's fee or other like payment in connection with the allotmentCanadian Offering or the U.S. Offering.
(f) Except as disclosed in the Prospectus, issue there are no contracts, agreements or transfer of, or accords to understandings between the Corporation and any person granting such person the right to call for require the allotment, issue Corporation to file a registration statement under the 1933 Act or transfer of, any shares (including the Shares) or any debentures in or securities of the Company.
3.3 None of the Shares are subject to any rights of pre-emption or restrictions on transfer.
3.4 The Company does not have any interest in any body corporate or undertaking (other than through Investment Assets held in the ordinary course of business).
3.5 The information given in Schedule 8 is true and accurate save qualify a prospectus under applicable Canadian Securities Laws with respect to any non-material administrative errorssecurities of the Corporation owned or to be owned by such person or to require the Corporation to include such securities in the securities registered pursuant to any registration statement filed by the Corporation under the 1933 Act or to qualify such securities under a prospectus filed under Canadian Securities Laws.
3.6 The copies (g) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the bye-laws, memorandum of association of transactions contemplated by this Agreement or the Company and the documents comprising the governing instrument of the segregated accounts of the Company which have been made available to the Purchaser are complete and accurate, have attached to them copies of all shareholders’ resolutions required so to be attached and fully set out the rights and restrictions attaching to each class of share capital of the Company to which they relate.
3.7 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formation.
3.8 All documents which should have been delivered by the Company to its registry have been so delivered.
3.9 The business of the Company is being conducted in accordance with its memorandum of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts of the Company and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactions.
3.10 The Company is a company validly existing under the laws of Bermuda and has the power and authority under its constitutional documents to conduct its business as conducted as at the date of this agreement.
3.11 There has been no failure by the Company or its officers to comply with the provisions of the Companies Act, including the provisions as to filing of returns, particulars, resolutions and other documents with Governmental Authorities or to comply with all legal requirements U.S. Underwriting Agreement in connection with the formation issuance and sale of the Company Shares by the Company, except such as have been obtained and made under applicable Canadian Securities Laws, the 1933 Act or the 1934, and the approval of the National Association of Securities Dealers, Inc. with issues respect to its review of shares the fairness of the underwriting arrangements contemplated by this Agreement, and other such as may be required under state or provincial securities that has had laws and except for such consents, approvals, authorizations, orders or filings the failure of which to obtain would not have a Material Adverse Effect.
3.12 The Company has (h) Except as disclosed in the Prospectus, under applicable laws and regulations of Canada and any political subdivision thereof, all dividends and other distributions declared and payable on the Shares may be paid by the Corporation to the holder thereof in United States dollars or Canadian dollars that may be converted into foreign currency and freely transferred out of Canada and, except as disclosed in the Prospectus, all such payments made to holders thereof or therein who are non-residents of Canada will not employed be subject to income, withholding or other taxes under laws and regulations of Canada or any person political subdivision or entered into agreements with taxing authority thereof or therein and will otherwise be free and clear of any consultantother tax, duty, withholding or deduction in Canada or any political subdivision or taxing authority thereof or therein and without the necessity of obtaining any governmental authorization in Canada or any political subdivision or taxing authority thereof or therein.
3.13 (i) The Company is not currently tradingexecution, nor has it ever traded prior to the Retrocession Agreements being entered into between the Company delivery and performance of this Agreement and the Ceding CompaniesU.S. Underwriting Agreement, and the issuance and sale of the Shares have been duly authorized by the Corporation, and this Agreement and the U.S. Underwriting Agreement have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with its terms subject to: (i) bankruptcy, insolvency, moratorium, reorganization and other laws affecting enforcement of rights of creditors generally; (ii) general principles of equity, including the qualification that equitable remedies, including, without limitation, specific performance and injunction, may be granted only in the discretion of a court of competent jurisdiction; (iii) the statutory and inherent powers of a court of competent jurisdiction to stay proceedings before it and to grant relief from forfeiture; (iv) the limitation that any judgment of a Canadian court for a monetary amount will be given in Canadian currency; (v) the limitation that the rights of indemnity, contribution and waiver may be limited by applicable laws and (vi) judicial application of foreign laws or foreign governmental actions affecting creditors' rights.
(j) The execution, delivery and the performance of this Agreement and the U.S. Underwriting Agreement will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Corporation or any subsidiary of the Corporation or any of their properties, or any provision of the articles or by-laws of the Corporation, (ii) any material agreement or other instrument binding on the Corporation or any of its subsidiaries or to which the properties of the Corporation or any such subsidiary is subject, except as would not have a Material
Appears in 1 contract
Samples: Canadian Underwriting Agreement (724 Solutions Inc)
Corporate Matters. 3.1 (a) The Shares constitute Company is a company duly incorporated, organized and validly existing under the whole laws of the allotted and issued share capital Republic of South Africa. No proceedings have been taken or authorized by any of the Sellers or any other shareholders of the Company and have been validly issued and allotted and are fully paid up.
3.2 Other than this agreementor, there is no agreement to the Sellers’ knowledge, by any other Person, with respect to the bankruptcy, business rescue, insolvency, liquidation, deregistration, dissolution or commitment outstanding which calls for the allotment, issue or transfer of, or accords to any person the right to call for the allotment, issue or transfer of, any shares (including the Shares) or any debentures in or securities winding up of the Company.
3.3 None (b) The Company has all necessary power and authority to own or lease the Assets and to conduct its Business and to carry out the Project. Neither the nature of the Shares are subject Business nor the location or character of any of the Assets requires the Company to be registered, licensed or otherwise qualified or to be in good standing in any rights jurisdiction other than the jurisdiction of pre-emption South Africa where it is duly registered, licensed or restrictions on transferotherwise qualified and in good standing for such purpose.
3.4 (c) The execution, delivery, observance and performance by the Company does not of the Closing Documents to which it is a party and the consummation by it of the transactions contemplated by this Agreement, have any interest in any body corporate or undertaking (other than through Investment Assets held in been duly authorized by all necessary action on the ordinary course part of business)the Company.
3.5 The information given (d) This Agreement has been, and each Closing Document to which the Company is a party will on Closing have been, duly executed and delivered by it and this Agreement constitutes, and each such Closing Document will on Closing constitute, a valid and binding obligation of the Company, enforceable against it in Schedule 8 is true and accurate save accordance with respect to any non-material administrative errorsits terms.
3.6 The copies (e) A true copy of the bye-laws, memorandum of association incorporation, by-laws and all other constating documents (including the Shareholders’ Agreement) of the Company have been delivered to the Buyer by the Sellers and such memorandum of incorporation, by-laws and other constating documents (including the documents comprising the governing instrument Shareholders’ Agreement) are complete and correct and are in full force and effect, unamended.
(f) The original or true copies of the segregated accounts all corporate records of the Company which have been made available to the Purchaser Buyer’s attorneys for review. Such corporate records have been maintained in accordance with Applicable Law and contain complete and accurate records of all proceedings of the directors, any committee of directors and shareholders and reflect all actions taken and resolutions passed by the directors and shareholders of the Company since the date of incorporation. All resolutions contained in such records have been duly passed and all such meetings have been duly called and held. The share certificate books, register of shareholders, register of transfer and register of directors of the Company are complete and accurate, have attached to them copies accurate in all material respects and any applicable security transfer taxes payable in respect of all shareholders’ resolutions required so to be attached and fully set out the rights and restrictions attaching to each class of share capital of the Company to which they relate.
3.7 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts securities of the Company have not been amended at any time since formationduly paid.
3.8 All documents which should have been delivered by (g) R. Xxxxxxx Xxxxx and Xxxxx X Xxxxxx are the Company to its registry have been so delivered.
3.9 The business only officers and directors of the Company is being conducted in accordance with its memorandum as at the Signature Date, subject to such nominations and appointments as may be made pursuant to the Amended Shareholders’ Agreement.
(h) From the date of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts incorporation of the Company until the Joint Venture Sale Date, the Company was dormant, had no assets or liabilities (whether accrued, absolute, contingent or otherwise, matured or unmatured), and so far as did not trade at all.
(i) From the Seller is aware date of the Joint Venture Sale Date, the Company has owned no assets other than the Assets and has not entered into carried out any ultra xxxxx transactionsbusiness other than the Business.
3.10 The Company is a company validly existing under the laws of Bermuda and has the power and authority under its constitutional documents (j) All returns required by law to conduct its business as conducted as at the date of this agreement.
3.11 There has been no failure by the Company or its officers to comply be filed with the provisions of the Companies Act, including the provisions as to filing of returns, particulars, resolutions and other documents with Governmental Authorities or to comply with all legal requirements in connection with the formation of the Company and with issues of shares and other securities that has had a Material Adverse EffectIntellectual Property Commission (“CIPC”) have been filed.
3.12 The Company has not employed any person or entered into agreements with any consultant.
3.13 The Company is not currently trading, nor has it ever traded prior to the Retrocession Agreements being entered into between the Company and the Ceding Companies.
Appears in 1 contract
Samples: Share Purchase Agreement (Platinum Group Metals LTD)
Corporate Matters. 3.1 The Shares constitute the whole copies of the allotted Charter Documents that have been provided to the Investors are true, correct, complete and issued accurate in all respects, and have annexed to or incorporated in them copies of all resolutions or agreements required by applicable Law to be so annexed or incorporated. No agreement and, in particular, no contract explicitly or by inference or implication modifies the provisions set forth in the Charter Documents, whether or not such agreement or contract is enforceable vis à vis third parties. The Company has, at all times, truly and accurately maintained and continues to maintain in accordance with applicable Law, all statutory books, records and registers required to be kept or maintained by the Company under applicable Law and all such statutory books, records and registers are up to date. No notice that any of the statutory books, records or registers of the Company is incorrect or should be rectified has been received. All forms, returns, reports, filings, registrations, resolutions and other documents and intimations that the Company is required, by applicable Law, to file with, make or deliver to any Government Authority have been correctly made, duly filed and/or delivered and there is no outstanding notice from any Government Authority received by the Company as to its non-compliance with its obligations as to filings, returns, resolutions and/ or other documents. All approvals required by the Company for the legal and valid issue and allotment of the Subscription Shares to the Investors have been obtained or will be obtained on or by the Completion Date. As on the Execution Date, the authorized share capital of the Company and have been validly issued and allotted and are is INR [●] (Indian Rupees [●] only) divided into [●] ([●]) Equity Shares. The Paid-up Share Capital of the Company as on the Execution Date is INR [●] (Indian Rupees [●] only) divided into [●] ([●]) fully paid up.
3.2 Other than this agreementup Equity Shares. The Securities already issued, which are correctly and completely listed in Part I of Schedule B are the only form of Securities presently issued by the Company, and except such Securities, there is are no other arrangements entitling any Person to acquire any Securities. The Securities issued by the Company as listed in Part I of Schedule B as well as the Investor Securities are not subject to any pre-emptive rights, rights of first refusal or other rights pursuant to any existing agreement or commitment outstanding which calls for the allotment, issue or transfer of, or accords to any person the right to call for the allotment, issue or transfer of, any shares (including the Shares) or any debentures in or securities of the Company.
3.3 None . All Securities issued by the Company have been issued in accordance with Law and all filings required under Law in relation to such issuances of the Shares Securities have duly and accurately been made in a timely manner. The Securities have not been and are subject to not listed on any rights of pre-emption stock exchange or restrictions on transfer.
3.4 regulated market. The Company does not have any voting or ownership interest in any body corporate other Person. The Company has not given a power of attorney or undertaking any other authority (other than through Investment Assets held in the ordinary course of business).
3.5 The information given in Schedule 8 express or implied) which is true and accurate save with respect still outstanding or effective to any non-material administrative errors.
3.6 The copies Person, to enter into any contract or commitment or to do anything on its behalf. Except as contemplated in this Agreement, there are no outstanding convertible instruments, agreements, rights, plans, options, warrants, calls, conversion rights, repurchase rights, redemption rights or any contracts, arrangements, requirements or commitments of any character (either oral or written, firm or conditional) obligating the bye-lawsCompany to issue, memorandum deliver, sell, purchase, repurchase or otherwise acquire, or cause to be issued, delivered, sold, purchased, repurchased or otherwise acquired, any Securities or any securities exchangeable for or convertible into Equity Shares or obligating the Company to grant, extend or enter into any such contract, arrangement, requirement or commitment, nor are there any rights to receive dividends or other distributions in respect of association any such Securities. Immediately after Completion, the shareholding pattern of the Company shall be as set forth in Part II of Schedule B hereto. Schedule F – Conditions Precedent [Completion of financial, business and the documents comprising the governing instrument of the segregated accounts legal due diligence exercise of the Company which have been made available by the Investors and resolution by the Company of all issues identified by the Investors and its advisors pursuant to such due diligence exercise to the Purchaser are complete and accurate, have attached to them copies of all shareholders’ resolutions required so to be attached and fully set out the rights and restrictions attaching to each class of share capital satisfaction of the Company to which they relate.
3.7 Investors;]14 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument Promoters shall have obtained all relevant corporate approvals, third party approvals, waiver of pre-emption rights of existing Shareholders, appropriate Approvals from Governmental Authorities, necessary for consummation of the segregated accounts transactions contemplated hereby, including without limitation for the issuance of the Company have not been amended at any time since formation.
3.8 All documents which should have been delivered by Subscription Shares and the Company to its registry have been so delivered.
3.9 The business amendment of the Charter Documents; [The Company is being conducted shall have increased and reclassified its authorized capital, to allow for the issuance and allotment of the Subscription Shares to the Investors in accordance with its memorandum of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts of the Company and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactions.
3.10 The Company is a company validly existing under the laws of Bermuda and has the power and authority under its constitutional documents to conduct its business as conducted as at the date of this agreement.
3.11 There has been no failure by the Company or its officers to comply with the provisions of the Companies Act, including the provisions as to filing of returns, particulars, resolutions Act and other documents with Governmental Authorities applicable Laws;]15 No event shall have occurred or be continuing which has, or would reasonably be expected to comply with all legal requirements in connection with the formation of the Company and with issues of shares and other securities that has had have, a Material Adverse Effect.
3.12 ; There shall not have been any proceeding, temporary restraining order, preliminary or permanent injunction, attachment or other order issued by any court of competent jurisdiction or other legal or regulatory prohibition or restriction or other action issued, pending or threatened to the knowledge of the Promoters and/or the Company which (i) involves a challenge to or seeks to or prohibits, prevents, restrains, restricts, delays, makes illegal or otherwise interferes with the consummation of any of the transactions contemplated under this Agreement, or materially impairs or prejudices the due and proper consummation of the transactions contemplated under this Agreement, or (ii) seeks to impose conditions upon the ownership or operations of the Company or which affects the ability of the Investor to invest in the Company; Each of the Warranties being true and accurate in all material respects and not misleading in each case as of the Execution Date and as of the Completion Date; The Company has shall have amended its Charter Documents to incorporate a provision to the effect that Sections 43 and 47 of the Act would not employed any person or entered into agreements with any consultant.
3.13 apply to the Company. The Parties shall have agreed on the amendments required to be made to the Articles to reflect the terms of this Agreement (“Restated Articles”); The resolutions to be passed by the Board and the Shareholders at Completion, being in Agreed Form; The Company is not currently trading, nor has it ever traded prior having executed a foreign investment side letter in a form and manner satisfactory to the Retrocession Agreements being entered into between the Company [●]16; and the Ceding Companies.[●].17
Appears in 1 contract
Corporate Matters. 3.1 (a) The Shares constitute the whole of the allotted and issued share capital of the Company and have been validly issued and allotted and are fully paid up.
3.2 Other than this agreement, there is no agreement or commitment outstanding which calls for the allotment, issue or transfer of, or accords to any person the right to call for the allotment, issue or transfer of, any shares Corporation (including the Sharesi) or any debentures in or securities of the Company.
3.3 None of the Shares are subject to any rights of pre-emption or restrictions on transfer.
3.4 The Company does not have any interest in any body corporate or undertaking (other than through Investment Assets held in the ordinary course of business).
3.5 The information given in Schedule 8 is true and accurate save with respect to any non-material administrative errors.
3.6 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company which have been made available to the Purchaser are complete and accurate, have attached to them copies of all shareholders’ resolutions required so to be attached and fully set out the rights and restrictions attaching to each class of share capital of the Company to which they relate.
3.7 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formation.
3.8 All documents which should have been delivered by the Company to its registry have been so delivered.
3.9 The business of the Company is being conducted in accordance with its memorandum of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts of the Company and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactions.
3.10 The Company is a company corporation duly incorporated, organized and validly existing and in good standing under the laws of Bermuda its jurisdiction of incorporation; (ii) is licensed, authorized and qualified to carry on business in all jurisdictions where, by virtue of the nature of its Business or the vocation or character of its Assets, such licensing, authorization or qualification is necessary; and (iii) the only jurisdiction in which the Corporation has a permanent establishment or owns Assets is the province of Quebec.
(b) The Corporation, to the extent necessary, has all necessary power and authority, and has taken all actions required (i) to execute, deliver and perform this Agreement and (ii) to issue, sell and deliver the power Subscribed Shares and authority to register them in the name of SGF Sante. This Agreement, the Shareholders' Agreement and all other documents and instruments executed by the Corporation pursuant hereto when delivered, are and will be duly authorized, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance or other equitable remedies. Upon the issue, sale, delivery and registration of the Subscribed Shares in the name of SGF Sante in accordance with the terms hereof, the Subscribed Shares will be validly issued and fully paid and non-assessable, and will be free and clear of all Encumbrances, subject only to restrictions on transfer under its constitutional documents to conduct its business as conducted as at the date of this agreementShareholders' Agreement.
3.11 There (c) The Corporation has been no failure by the Company or corporate power, authority and capacity to own its officers Assets and to comply carry on its Business in the manner and to the extent currently carried on in all jurisdictions in which it presently carries on business and to perform its obligations hereunder and consummate the transactions contemplated hereby.
(d) The Corporation is in compliance with the terms and provisions of its Articles and By-laws, each as amended and in effect on the Companies Act, including the provisions as to filing Closing Date.
(e) The list of returns, particulars, resolutions officers and other documents with Governmental Authorities or to comply with directors in Schedule 3.
1.1 constitutes a complete and accurate list of all legal requirements in connection with the formation officers and directors of the Company and with issues Corporation as of shares and other securities that has had a Material Adverse Effectthe Closing Date.
3.12 The Company has not employed any person or entered into agreements with any consultant.
3.13 The Company is not currently trading, nor has it ever traded prior to the Retrocession Agreements being entered into between the Company and the Ceding Companies.
Appears in 1 contract
Corporate Matters. 3.1 1.1 The information relating to the Company contained in Schedules 1 and 2 are true and complete in all respects.
1.2 The Shares constitute the whole of the issued and allotted and issued share capital of the Company and have been validly issued and allotted and are fully paid upCompany.
3.2 Other 1.3 There are no agreements or arrangements in force, other than this agreementAgreement, there is no agreement or commitment outstanding which calls for the allotment, issue or transfer of, or accords grant to any person the right to call for the allotmentissue, issue allotment or transfer of, of any shares (including the Shares) share or any debentures in or securities loan capital of the Company.
3.3 None of Company and or the Shares are subject to any rights of pre-emption or restrictions on transfer.
3.4 The Company does not have any interest in any body corporate or undertaking (other than through Investment Assets held in the ordinary course of business).
3.5 The information given in Schedule 8 Subsidiaries. This warranty specifically includes and is true and accurate save also valid with respect to any non-material administrative errorsthe disclosed option schemes of Mx Xxxxxxxx and Mr Eek, with whom adequate and satisfactory arrangements have been made by Vendors and who have discharged the Company and/or Subsidiaries.
3.6 1.4 The copies register of shareholders and other statutory books of the bye-lawsCompany and the Subsidiaries have been properly kept and contain an accurate and complete record of the matters with which they should deal; and no notice or allegation, memorandum that any of them is incorrect or. should be rectified, has been received. The current and valid articles of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company which Subsidiaries have been made available to presented in the Purchaser are complete due diligence investigation.
1.5 All returns, particulars, resolutions and accurate, have attached to them copies of all shareholders’ resolutions documents required so by any legislation to be attached and fully set out filed with the rights and restrictions attaching to each class Chamber of share capital of the Company to which they relate.
3.7 The copies of the bye-laws, memorandum of association Commerce or other registration offices in respect of the Company and the documents comprising Subsidiaries have been duly filed and were correct.
1.6 The Vendors are the governing instrument full and unencumbered owners of the segregated accounts Shares, the Shares are free of the Company have not been amended at any time since formationusufruct, lien, attachment, charge or other restriction and or limitation and Purchaser will receive full, unencumbered and complete title.
3.8 All documents which should have been delivered by the Company to its registry have been so delivered.
3.9 The business of the Company is being conducted in accordance with its memorandum of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts of the Company and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactions.
3.10 1.7 The Company is a company the only shareholder in each of the Subsidiaries and the shares in the Subsidiaries are free of any usufruct, lien, attachment, charge or other restriction and/or limitation.
1.8 The Company and the Subsidiaries are fully incorporated companies with limited liability (besloten vennootschap met beperkte aansprakelijkheid), validly existing under the laws of Bermuda The Netherlands.
1.9 No order has been made, petition presented or resolution passed for the bankruptcy (f'aillissement), dissolution (ontbinding en vereffening), moratorium of payments (surs9ance van betaling) of the Company and/or a Subsidiary.
1.10 No resolutions to merge with an other company, to amend the articles of association, to legally split the Company or the Subsidiaries or to dissolve the Company or the Subsidiaries were taken by their general meetings of shareholders nor is any action being taken by any Chamber of Commerce in the Netherlands to dissolve the Company or the Subsidiaries.
1.11 The Company and has the Vendors have the right, power and authority under and have taken all action necessary to execute and deliver this Agreement and each document to be executed by them at or before the Completion Date.
1.12 Vendors warrant (i) each for itself that the entering into this Agreement by it and its constitutional documents performance of its obligations in this Agreement does not and will not breach or conflict with any obligation to conduct its business as conducted as at which it is subjected, and (ii) that this Agreement does not and will not breach or conflict with any obligation to which the Company or the Subsidiaries are subjected.
1.13 Since the date of this agreement.
3.11 There has been no failure by incorporation of each the Company or its officers to comply and the Subsidiaries all annual general meetings of shareholders have been held in accordance with the relevant provisions in law and its articles of the Companies Actassociation and all other shareholders' and corporate action required by law or by its articles of association have been taken when necessary or required to be taken. Since its date of incorporation, including the provisions as to filing of returns, particulars, resolutions and other documents with Governmental Authorities or to comply with all legal requirements in connection with the formation each of the Company and the Subsidiaries have materially complied with issues all the provisions of shares its deed of incorporation and other securities that has had a Material Adverse Effect.
3.12 The Company has articles of association, and have not employed any person or entered into agreements with or performed any consultantultra vxxxx transaction(s).
3.13 The Company is not currently trading, nor has it ever traded prior to the Retrocession Agreements being entered into between the Company and the Ceding Companies.
Appears in 1 contract
Corporate Matters. 3.1 The Shares constitute the whole 5.1 Each of the allotted Group Companies has been duly incorporated and issued share capital is validly existing under the Applicable Law, has obtained all necessary Governmental Approvals to own its assets and to carry on its business as presently conducted and all Governmental Approvals are valid and subsisting and, to the best of the Company and have been validly issued and allotted and are fully paid up.
3.2 Other than this agreementknowledge of the Warrantors, there is no agreement reason why any of them should be suspended, cancelled or commitment outstanding which calls revoked.
5.2 No order has been made or petition presented or resolution passed for the allotmentwinding up of any Group Company and no distress, issue execution or transfer ofother process has been levied on any of its assets. No Group Company is insolvent nor unable to pay its debts due for payment, no receiver or accords to receiver and manager has been appointed by any person the right of its business or material assets or any substantial part thereof, and no power to call make any such appointment has arisen. No Group Company has taken steps to enter liquidation and there are no valid grounds on which a petition or application could be based for the allotment, issue winding up or transfer of, appointment of a receiver of any shares (including the Shares) or any debentures in or securities of the Group Company.
3.3 5.3 None of the Shares are subject to Group Companies has even been a director or other officer of any rights of pre-emption or restrictions on transferother company.
3.4 The Company does not have 5.4 None of the Group Companies has at any interest time:
(A) repaid or redeemed or agreed to repay or redeem any shares of any class of its share capital or otherwise reduced or agreed to reduce any class of its issued share capital or purchased any of its own shares or carried out any transaction having the effect of a reduction of capital; or
(B) given any financial assistance in contravention of any body corporate or undertaking (other than through Investment Assets held in the ordinary course of business)Applicable Law.
3.5 The information given in Schedule 8 is true and accurate save with respect to any non-material administrative errors.
3.6 5.5 The copies of the bye-laws, memorandum constitutional documents of association each of the Company and the documents comprising the governing instrument of the segregated accounts of the Company which have been made available Group Companies delivered to the Purchaser Investors or their agents are accurate and complete in all respects and accurate, have attached to them copies of all shareholders’ resolutions and agreements which are required so to be attached so attached.
5.6 The register of members and fully set out the rights and restrictions attaching to each class of share capital all other statutory books of the Company Group Companies are up to which they relatedate and contain true full and accurate records of all matters required to be dealt with therein and none of the Group Companies has received any notice of any application or intended application for rectification of its register.
3.7 The copies 5.7 All annual or other corporate returns required to be filed by each of the bye-laws, memorandum of association of Group Companies with the Company and the documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formation.
3.8 All documents which should relevant Governmental Authorities have been delivered by the Company to its registry have been so delivered.
3.9 The business of the Company is being conducted in accordance with its memorandum of association properly filed within any applicable time limit and bye‑laws and any documents comprising the governing instrument of any segregated accounts of the Company and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactions.
3.10 The Company is a company validly existing under the laws of Bermuda and has the power and authority under its constitutional documents to conduct its business as conducted as at the date of this agreement.
3.11 There has been no failure by the Company or its officers to comply with the provisions of the Companies Act, including the provisions as to filing of returns, particulars, resolutions and other documents with Governmental Authorities or to comply with all legal requirements in connection with relating to the formation of the Company and with issues issue of shares and other securities that has had a Material Adverse Effectby all Group Companies have been complied with.
3.12 The Company has not employed any person or entered into agreements with any consultant.
3.13 The Company is not currently trading, nor has it ever traded prior to the Retrocession Agreements being entered into between the Company and the Ceding Companies.
Appears in 1 contract
Corporate Matters. 3.1 (a) Each JV Group Company has been duly incorporated and is validly existing under the laws of its country of incorporation and is not in receivership or liquidation. Each JV Group Company has not taken steps to enter into liquidation and each of the Covenantors is not aware of any petition being presented for the winding up of any JV Group Company and each of the Covenantors is not aware of any grounds on which a petition or application could be based for the winding up or appointment of a receiver of MAT.
(b) The SCL New Shares constitute the whole in aggregate twenty-five per cent. (25%) of the allotted and issued share capital of the Company and have been validly issued and allotted and are fully paid upEnlarged Issued Share Capital as at Completion.
3.2 Other than this agreement(c) Each JV Group Company does not have and has never had any place of business or branch or permanent establishment outside its jurisdiction of incorporation.
(d) Each JV Group Company has not reduced, repaid or purchased any of its share capital, and there is are no agreement options or commitment other agreements outstanding which calls call for the allotment, issue of or transfer of, or accords accord to any person the right to call for the allotment, issue or transfer of, of any shares (including the Shares) or any debentures in or securities of the Company.
3.3 None of the Shares are subject to any rights of pre-emption or restrictions on transfer.
3.4 The Company does not have any interest in any body corporate or undertaking (other than through Investment Assets held in the ordinary course of business).
3.5 The information given in Schedule 8 is true and accurate save with respect to any non-material administrative errors.
3.6 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company which have been made available to the Purchaser are complete and accurate, have attached to them copies of all shareholders’ resolutions required so to be attached and fully set out the rights and restrictions attaching to each class of share capital of the JV Group Company or the right to which they relaterequire the creation of any Encumbrance over any shares in its share capital.
3.7 The copies of the bye-laws, memorandum of association of the (e) Each JV Group Company and the documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formation.
3.8 All documents which should have been delivered by the Company to its registry have been so delivered.
3.9 The business of the Company is being conducted in accordance has complied with its memorandum and articles of association (or equivalent constitutive documents) in all respects and bye‑laws and any documents comprising the governing instrument of any segregated accounts none of the activities, agreements, commitments or rights of the JV Group Company and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactionsor unauthorised.
3.10 The Company is a company validly existing under the laws of Bermuda (f) All governmental approvals, licences and has the power and authority under its constitutional documents to conduct its business as conducted as at the date of this agreement.
3.11 There has been no failure by the Company authorisations which were necessary or its officers to comply with the provisions of the Companies Act, including the provisions as to filing of returns, particulars, resolutions and other documents with Governmental Authorities or to comply with all legal requirements desirable in connection with the formation incorporation of each JV Group Company, the Company and with issues allotment or transfer of shares in each JV Group Company to the present and other securities that has had a Material Adverse Effectformer holders thereof and the activation of each JV Group Company (including the appointment of directors) were duly obtained and such approvals, licences and authorisations (and of all amendments and supplements thereto) have been disclosed to SCL.
3.12 The (g) Each JV Group Company shall be free of any debt or liability of any nature whatsoever (whether actual, contingent or otherwise) other than those arising from ordinary course of business as at the Completion Date.
(h) As at the Completion Date, each JV Group Company has not employed any person paid and discharged all its debts and liabilities which have matured or entered into agreements with any consultantbecome due or are expressed to be due.
3.13 The Company is not currently trading, nor has it ever traded prior to the Retrocession Agreements being entered into between the Company and the Ceding Companies.
Appears in 1 contract
Corporate Matters. 3.1 The Shares constitute (a) Each of Seller and Company is a corporation duly incorporated, organized and validly existing in good standing under the whole laws of its jurisdiction of incorporation. No proceedings have been taken or authorized by Seller or Company or, to the Knowledge of the allotted and issued share capital Shareholders, by any other Person, with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of the Company and have been validly issued and allotted and are fully paid up.
3.2 Other than this agreement, there is no agreement Seller or commitment outstanding which calls for the allotment, issue or transfer ofCompany, or accords to any person the right to call for the allotment, issue or transfer of, any shares (including the Shares) or any debentures in or securities of the Company.
3.3 None of the Shares are subject to any rights of pre-emption or restrictions on transfer.
3.4 The Company does not have any interest in any body corporate or undertaking (other than through Investment Assets held in the ordinary course of business).
3.5 The information given in Schedule 8 is true and accurate save with respect to any non-material administrative errorsamalgamation, merger, consolidation, arrangement or reorganization relating to Seller or Company.
3.6 The copies (b) Company has all necessary power and authority to own or lease the Assets and to carry on its business as at present carried on. Under Applicable Law, neither the physical location nor physical character of any of the byeAssets requires Company to be registered, licensed or otherwise qualified as an extra-lawsprovincial or foreign corporation or to be in good standing in any jurisdiction other than jurisdictions where it is duly registered, memorandum licensed or otherwise qualified and in good standing for such purpose, namely, in the case of association AskMen, Quebec and the federal jurisdiction of Canada, and in the case of PCI, Nevada.
(c) A true copy of the Articles and all by-laws of Seller and Company have been delivered to the Buyer or its solicitors by the Seller. The Articles and the documents comprising the governing instrument such by-laws of Seller and Company constitute all of the segregated accounts constating documents and by-laws of the Company which have been made available to the Purchaser Seller and Company, are complete and accurate, have attached to them correct and are in full force and effect.
(d) The original or true copies of all shareholders’ resolutions required so to be attached and fully set out the rights and restrictions attaching to each class corporate records of share capital of the Company to which they relate.
3.7 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formation.
3.8 All documents which should have been delivered by to the Company to Buyer or its registry solicitors for review. Such corporate records have been so delivered.
3.9 The business of the Company is being conducted maintained in accordance with its memorandum Applicable Law and contain complete and accurate:
(i) minutes of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts all meetings of the board of directors, any committee thereof and the shareholders of Company and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactions.
3.10 The Company is a company validly existing under the laws of Bermuda and has the power and authority under its constitutional documents to conduct its business as conducted as at held since the date of this agreement.incorporation;
3.11 There has been no failure by the Company or its officers to comply with the provisions (ii) originals of all resolutions of the Companies Actboard of directors, including any committee thereof and the provisions as to filing shareholders of returnsCompany passed by signature in writing since the date of incorporation; and
(iii) waivers, particulars, resolutions notices and other documents with Governmental Authorities required by law to be contained therein other than to the extent that the failure to do so would not have a material adverse effect on Company, or the issuance to comply with all legal requirements in connection with or ownership by the formation Seller of the Shares; and reflect all actions taken and resolutions passed by the directors or the shareholders of Company since the date of its incorporation. All resolutions contained in such records have been duly passed and, all such meetings have been duly called and with issues held. The share certificate books, registers of shareholders, registers of transfers and registers of directors of Company are complete and accurate and all applicable security transfer or documentary stamp taxes payable in respect of shares and other securities that has had a Material Adverse Effectof Company have been duly paid.
3.12 (e) The Company has not employed any person or entered into agreements with any consultant.
3.13 The Company is not currently trading, nor has it ever traded prior to the Retrocession Agreements being entered into between the Company list of officers and the Ceding Companies.directors in Schedule 3.1.1
Appears in 1 contract
Corporate Matters. 3.1 The Shares constitute the whole of the allotted and issued share capital of the Company and have been validly issued and allotted and are fully paid up.
3.2 Other than this agreement, there is no agreement or commitment outstanding which calls for the allotment, issue or transfer of, or accords to any person the right to call for the allotment, issue or transfer of, any shares (including the Sharesa) or any debentures in or securities of the Company.
3.3 None of the Shares are subject to any rights of pre-emption or restrictions on transfer.
3.4 The Company does not have any interest in any body corporate or undertaking (other than through Investment Assets held in the ordinary course of business).
3.5 The information given in Schedule 8 is true and accurate save with respect to any non-material administrative errors.
3.6 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company which have been made available to the Purchaser are complete and accurate, have attached to them copies of all shareholders’ resolutions required so to be attached and fully set out the rights and restrictions attaching to each class of share capital of the Company to which they relate.
3.7 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formation.
3.8 All documents which should have been delivered by the Company to its registry have been so delivered.
3.9 The business of the Company is being conducted in accordance with its memorandum of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts of the Company and so far as the Seller is aware the Each Company has not entered into any ultra xxxxx transactions.
3.10 The Company is a company validly existing under been duly organized in conformity with the laws of Bermuda its jurisdiction of incorporation. The Companies have obtained all permits, licenses, authorizations and has the power approvals (governmental or otherwise) necessary to own and authority under its constitutional documents operate their assets and to conduct its carry out their business as conducted as at is now being conducted. The Companies have accurately and diligently accomplished, on or prior to the date of this agreementapplicable deadlines, all formalities that are required to validly continue their existence.
3.11 (b) There has been no failure by request for the Company annulment or its officers to comply with the provisions dissolution of any of Company, nor any bankruptcy restructuring procedure ("redressement judiciaire") or judicial liquidation, nor any equivalent procedure; none of the Companies Act, including are insolvent ("etat de cessation de paiements"). To the provisions as to filing of returns, particulars, resolutions and other documents with Governmental Authorities or to comply with all legal requirements in connection with the formation best knowledge of the Company Seller, there are no grounds upon which a third party could require the dissolution or winding up of the affairs of any Company.
(c) A complete, up-to-date, certified copy of the by-laws (or equivalent Organizational Documents) of the Companies, as well as an original excerpt ("Extrait K-bis") from the Registry of Commerce and Companies (or equivalent certificate) for the Companies are attached hereto in Schedule 4.1(c)(i). No resolution has been approved that results or will result in the amendment of the attached by-laws or the dissolution or winding up of the affairs of any Company. Except as set forth in Schedule 4.1(c)(ii) hereto, all of the corporate books and registries of the Companies have been properly maintained in all material respects in accordance with issues applicable law. The corporate books and registries of the Companies accurately reflect, in all material respects in accordance with applicable law, their activities since their incorporation. A copy of the last board of directors minutes of each Company, as well as the minutes of the last shareholders' meeting, are attached hereto as Schedule 4.1(c)(iii).
(d) Other than the Companies, the Companies do not have any subsidiaries and do not directly or indirectly hold shares and or other securities that has had or interests in any company, entity or other Person, whether French or foreign. Neither of the Companies is part of any group or association with third parties nor of any organization to which it could be obligated to contribute additional capital or the liabilities of which it could be required to pay or guarantee. Except as set forth in Schedule 4.1(d) hereto, none of the Companies acts as a Material Adverse Effect.
3.12 The Company has not employed member of the board of directors of any person other company. No contract exists whose stated purpose is to give to a third party (i) influence over the control or entered into agreements with any consultant.
3.13 The Company is not currently trading, nor has it ever traded prior the management of the Companies or their respective business or (ii) a right to claim a part of the Retrocession Agreements being entered into between profits of the Company and the Ceding Companies.
Appears in 1 contract
Samples: Share Purchase and Sale Agreement (Oxford Automotive Inc)
Corporate Matters. 3.1 21.1 The Shares constitute Target Companies have been duly incorporated and is validly existing and is not in receivership or liquidation, it has taken no steps to enter into liquidation and the whole Vendor is not aware of any petition being presented for winding up of the allotted Target Companies and issued share capital the Vendor is not aware of any grounds on which a petition or application could be based for the winding up or appointment of a receiver of the Company and have been validly issued and allotted and are fully paid upTarget Companies.
3.2 Other than this agreement, 21.2 The Vendor is the legal and beneficial owners of the Sale Shares free and clear of any Encumbrance and there is no agreement outstanding call on any of the Sale Shares and all of the Sales Shares are fully paid.
21.3 The Target Companies do not have and has never had any place of business or commitment branch or permanent establishment outside its respective jurisdiction of incorporation.
21.4 The Target Companies have not reduced, repaid or purchased any of its share capital, and there are no options or other agreements outstanding which calls call for the allotment, issue of or transfer of, or accords accord to any person the right to call for the allotment, issue or transfer of, of any shares (including the Shares) or any debentures in or securities of the Company.
3.3 None of the Shares are subject to any rights of pre-emption or restrictions on transfer.
3.4 The Company does not have any interest in any body corporate or undertaking (other than through Investment Assets held in the ordinary course of business).
3.5 The information given in Schedule 8 is true and accurate save with respect to any non-material administrative errors.
3.6 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company which have been made available to the Purchaser are complete and accurate, have attached to them copies of all shareholders’ resolutions required so to be attached and fully set out the rights and restrictions attaching to each class of share capital of the Company Target Companies or the right to which they relaterequire the creation of any Encumbrance over any shares in its share capital.
3.7 21.5 The copies Target Companies have complied with their constitutive documents in all respects and none of the bye-lawsactivities, memorandum of association agreements, commitments or rights of the Company and the documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formationTarget Companies is ultra xxxxx or unauthorised.
3.8 21.6 All documents governmental approvals, licences and authorisations which should have been delivered by the Company to its registry have been so delivered.
3.9 The business of the Company is being conducted in accordance with its memorandum of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts of the Company and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactions.
3.10 The Company is a company validly existing under the laws of Bermuda and has the power and authority under its constitutional documents to conduct its business as conducted as at the date of this agreement.
3.11 There has been no failure by the Company were necessary or its officers to comply with the provisions of the Companies Act, including the provisions as to filing of returns, particulars, resolutions and other documents with Governmental Authorities or to comply with all legal requirements desirable in connection with the formation incorporation of the Company and with issues Target Companies, the allotment or transfer of shares and other securities that has had a Material Adverse Effect.
3.12 The Company has not employed any person or entered into agreements with any consultant.
3.13 The Company is not currently trading, nor has it ever traded prior in the Target Companies to the Retrocession Agreements being entered into between the Company present and former holders thereof and the Ceding Companiesactivation of the Target Companies (including the appointment of directors) were duly obtained and such approvals, licences and authorisations (and of all amendments and supplements thereto) have been disclosed to the Purchaser.
Appears in 1 contract
Corporate Matters. 3.1 The Shares constitute the whole of the allotted and issued share capital of the (a) Each Company and have each Subsidiary (as such term is defined in Section 2.01(d) hereof) has been validly issued and allotted and are fully paid up.
3.2 Other than this agreement, there is no agreement or commitment outstanding which calls for the allotment, issue or transfer of, or accords to any person the right to call for the allotment, issue or transfer of, any shares (including the Shares) or any debentures duly organized in or securities of the Company.
3.3 None of the Shares are subject to any rights of pre-emption or restrictions on transfer.
3.4 The Company does not have any interest in any body corporate or undertaking (other than through Investment Assets held in the ordinary course of business).
3.5 The information given in Schedule 8 is true and accurate save conformity with respect to any non-material administrative errors.
3.6 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company which have been made available to the Purchaser are complete and accurate, have attached to them copies of all shareholders’ resolutions required so to be attached and fully set out the rights and restrictions attaching to each class of share capital of the Company to which they relate.
3.7 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formation.
3.8 All documents which should have been delivered by the Company to its registry have been so delivered.
3.9 The business of the Company is being conducted in accordance with its memorandum of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts of the Company and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactions.
3.10 The Company is a company validly existing under the laws of Bermuda its jurisdiction of incorporation. The Companies and has the power Subsidiaries have obtained all material permits, licenses, authorizations and authority under its constitutional documents approvals (governmental or otherwise) necessary to conduct its business own and operate their assets and to carry out their businesses as conducted now being conducted, except where failure to obtain a permit, license, authorization or approval would not have a material adverse effect on the Companies and the Subsidiaries taken as at a whole (a "Material Adverse Effect"). The Companies and the date of this agreementSubsidiaries have accurately and diligently accomplished, on or prior to the applicable deadlines, all formalities that are required to validly continue their existence.
3.11 (b) There has been no failure by request for the annulment or the dissolution of any Company or its officers to comply with Subsidiary, nor any bankruptcy restructuring procedure ("redressement judiciaire") or judicial liquidation, nor any equivalent procedure; neither Company nor any of the provisions Subsidiaries is insolvent ("etat de cessation de paiements"). There are no grounds upon which a third party could require the dissolution or winding up of any Company or Subsidiary.
(c) A complete, up-to-date, certified copy of the by-laws (or equivalent organizational documents) of the Companies Actand the Subsidiaries, as well as an original excerpt ("Extrait K-bis") from the Registry of Commerce and Companies (or equivalent certificate) for the Companies and the Subsidiaries are attached hereto in Exhibit 2.01(c)
(i) No resolution has been approved that results or will result in the amendment of the attached by-laws or the dissolution or winding up of any Company or Subsidiary. All of the corporate books and registries of the Companies and the Subsidiaries have been properly maintained in all material respects in accordance with applicable law. The corporate books and registries of the Companies and the Subsidiaries accurately reflect, in all material respects in accordance with applicable law, their activities since their incorporation. A copy of the last board of directors minutes of each Company and each Subsidiary, as well as the minutes of the last shareholders' meeting, are attached hereto as Exhibit 2.01(c)(ii).
(d) Exhibit 2.01(d) sets forth the name of each subsidiary of the Companies (the "Subsidiaries"), including each Subsidiary's jurisdiction of organization, its registered share capital, the provisions as to filing number and nominal value of returnsits issued shares, particularsthe current ownership by the Companies of such shares and each Subsidiary's registered office. Other than the Subsidiaries, resolutions the Companies do not have any subsidiaries and do not directly or indirectly hold shares or other documents with Governmental Authorities securities in any company, French or to comply with all legal requirements in connection with the formation foreign. Neither of the Company and Companies is part of any group or association with issues third parties nor of shares and any organization to which it could be obligated to contribute additional capital or the liabilities of which it could be required to pay or guarantee. None of the Companies or Subsidiaries acts as a member of the board of directors of any other securities that has had company. No contract exists whose stated purpose is to give to a Material Adverse Effectthird party (i) influence over the control or the management of the Companies or the Subsidiaries or their respective businesses or (ii) a right to claim a part of the profits of the Companies or the Subsidiaries.
3.12 The Company has not employed any person or entered into agreements with any consultant.
3.13 The Company is not currently trading, nor has it ever traded prior to the Retrocession Agreements being entered into between the Company and the Ceding Companies.
Appears in 1 contract
Samples: Share Purchase Agreement (Johnson Worldwide Associates Inc)
Corporate Matters. 3.1 The Shares constitute 4.1 No alteration has been made to the whole articles of association or other constituting documents of the allotted and issued share capital Target Company and, so far as the Sellers are reasonably aware, no resolution of any kind of the Company and have been validly issued and allotted and are fully paid up.
3.2 Other than this agreement, there is no agreement or commitment outstanding which calls for the allotment, issue or transfer of, or accords to any person the right to call for the allotment, issue or transfer of, any shares (including the Sharesshareholder(s) or any debentures in or securities of the Company.
3.3 None of the Shares are subject to any rights of pre-emption or restrictions on transfer.
3.4 The Target Company does not have any interest in any body corporate or undertaking has been passed (other than through Investment Assets held in resolutions relating to the ordinary course of business at annual general meetings which was not special business).
3.5 The information given 4.2 So far as the Sellers are reasonably aware, all returns, particulars, resolutions and documents which the Target Company was required under the Companies Ordinance or other applicable laws and regulations of relevant jurisdictions to be filed, notarised or registered have been duly filed, notarised and registered, and due compliance has in Schedule 8 is true all respects been made with all relevant laws and accurate save with respect to any non-material administrative errorsregulations.
3.6 The copies 4.3 So far as the Sellers are reasonably aware, the Target Company has duly made up all requisite books of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company which have been made available to the Purchaser are complete and accurate, have attached to them copies of all shareholders’ resolutions required so to be attached and fully set out the rights and restrictions attaching to each class of share capital of the Company to which they relate.
3.7 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formation.
3.8 All documents which should have been delivered by the Company to its registry have been so delivered.
3.9 The business of the Company is being conducted account (in accordance with its memorandum of association good accounting principles), minute books, registers and bye‑laws financial and any documents comprising the governing instrument of any segregated accounts of the Company and so other records in all respects. So far as the Seller Sellers are reasonably aware, all records:
(a) have been properly and accurately kept and completed in accordance with normal business practice and good accounting principles and comply with all applicable requirements and standards in all respects;
(b) do not contain any material inaccuracies or discrepancies; and
(c) give and reflect a correct view of their trading transactions, and their financial, contractual and trading position (and no notice or allegation that any of them is aware inaccurate or should be rectified has been received or made), and the records and all other documents (including title deeds and documents), belonging to or which ought to be in the possession of the Target Company, and the corporate seal, are in the possession of the Target Company has not entered into any ultra xxxxx transactionsor its agents.
3.10 4.4 The register of members and other statutory books of the Target Company have respectively been properly kept and contain an accurate and complete record in all respects of the matters with which they should deal.
4.5 So far as the Sellers are reasonably aware, the minute books of directors’ meetings and of shareholders’ meetings of the Target Company contain records of all resolutions passed by the directors and the shareholders of the Target Company and no resolutions have been passed by either the directors or the shareholders of the Target Company which are not recorded in the relevant minute books.
4.6 The Target Company is a company duly incorporated and validly existing under the laws of Bermuda and has the power and authority under its constitutional documents to conduct its business as conducted jurisdiction in which it is domiciled as at the date of this agreementCompletion.
3.11 There 4.7 The Target Company does not have:
(a) any subsidiary; or
(b) any branch, agency or place of business, or any permanent establishment.
4.8 No order has been made or resolution passed for the winding up of the Target Company and there is not outstanding:
(a) any petition or order for the winding up of the Target Company;
(b) any receivership of the whole or any part of the undertaking or assets of the Target Company;
(c) any petition or order for the administration of the Target Company; or
(d) any voluntary arrangement between the Target Company and any of its creditors.
4.9 So far as the Sellers are reasonably aware, there are no failure by circumstances which are known, or would on reasonable enquiry be known, to the Sellers and which would entitle any person to present a petition for the winding up or administration of the Target Company or its officers to comply with the provisions appoint a receiver of the Companies Act, including the provisions as to filing whole or any part of returns, particulars, resolutions and other documents with Governmental Authorities its undertaking or to comply with all legal requirements in connection with the formation of the Company and with issues of shares and other securities that has had a Material Adverse Effectassets.
3.12 The Company has not employed any person or entered into agreements with any consultant.
3.13 The Company is not currently trading, nor has it ever traded prior to the Retrocession Agreements being entered into between the Company and the Ceding Companies.
Appears in 1 contract
Samples: Sale and Purchase Agreement
Corporate Matters. 3.1 (a) Each Group Company has been duly incorporated and is validly existing under the laws of its relevant jurisdiction.
(b) The Shares constitute Vendors are the whole legal and beneficial owners of the allotted Sale Shares free and issued share capital clear of any Encumbrance and the Company has not exercised any lien over any of its issued shares and have been validly issued and allotted and are fully paid up.
3.2 Other than this agreement, there is no agreement outstanding call on any of the Sale Shares and all of the Sales Shares are fully paid.
(c) The Sale Shares constitute 54% of all the issued shares in the Company.
(d) No Group Company has and has ever had any place of business or commitment branch or permanent establishment outside its relevant jurisdiction.
(e) No Group Company has reduced, repaid or purchased any of its share capital, and there are no options or other agreements outstanding which calls call for the allotment, issue of or transfer of, or accords accord to any person the right to call for the allotmentissue of any shares in the capital of any Group Company or the right to require the creation of any Encumbrance over any shares in its share capital.
(f) Each Group Company has complied with its constitution (or the equivalent constitutive documents) in all material respects and none of the activities, issue agreements, commitments or rights of any Group Company is ultra xxxxx or unauthorised.
(g) All governmental approvals, licences and authorisations which were necessary in connection with the incorporation of each Group Company, the allotment or transfer ofof shares in each Group Company to the present and former holders thereof and the appointment of directors were duly obtained and such approvals, any shares licences and authorisations (including and of all amendments and supplements thereto) have been disclosed to the Shares) or any debentures in or securities of the CompanyPurchaser.
3.3 None of (h) Save as disclosed in the Shares are subject to any rights of pre-emption or restrictions on transfer.
3.4 The Company does not have any interest in any body corporate or undertaking (other than through Investment Assets held Accounts and save for those debts arising in the ordinary course of business).
3.5 The information given in Schedule 8 is true and accurate save with respect to any non-material administrative errors.
3.6 The copies of the bye-laws, memorandum of association of the each Group Company and the documents comprising the governing instrument of the segregated accounts of the Company which have been made available to the Purchaser are complete and accurate, have attached to them copies of all shareholders’ resolutions required so to shall be attached and fully set out the rights and restrictions attaching to each class of share capital of the Company to which they relate.
3.7 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formation.
3.8 All documents which should have been delivered by the Company to its registry have been so delivered.
3.9 The business of the Company is being conducted in accordance with its memorandum of association and bye‑laws and any documents comprising the governing instrument free of any segregated accounts debt or liability of the Company and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactions.
3.10 The Company is a company validly existing under the laws of Bermuda and has the power and authority under its constitutional documents to conduct its business as conducted nature whatsoever (whether actual, contingent or otherwise) as at the date of this agreementCompletion Date.
3.11 There has been no failure by the (i) Each Group Company can pay and discharge, or cause to be paid and discharged, all its officers debts and liabilities when they mature or become due or are expressed to comply with the provisions of the Companies Act, including the provisions as to filing of returns, particulars, resolutions and other documents with Governmental Authorities or to comply with all legal requirements in connection with the formation of the Company and with issues of shares and other securities that has had a Material Adverse Effectbe due.
3.12 The Company has not employed any person or entered into agreements with any consultant.
3.13 The Company is not currently trading, nor has it ever traded prior to the Retrocession Agreements being entered into between the Company and the Ceding Companies.
Appears in 1 contract
Samples: Sale and Purchase Agreement (YY Group Holding Ltd.)
Corporate Matters. 3.1 2.1. The Shares constitute the whole of the allotted and issued share capital of the Company and have been validly issued and allotted and are fully paid upis a private limited company.
3.2 Other than this agreement, there is no agreement or commitment outstanding which calls for the allotment, issue or transfer of, or accords to any person the right to call for the allotment, issue or transfer of, any shares (including the Shares) or any debentures in or securities of the Company.
3.3 None of the Shares are subject to any rights of pre-emption or restrictions on transfer.
3.4 The Company does not have any interest in any body corporate or undertaking (other than through Investment Assets held in the ordinary course of business).
3.5 The information given in Schedule 8 is true and accurate save with respect to any non-material administrative errors.
3.6 2.2. The copies of the bye-laws, memorandum of association charter documents of the Company delivered to Acquirer are true, correct and the documents comprising the governing instrument of the segregated accounts of the Company which complete copies, and have been made available annexed to the Purchaser are complete and accurateor incorporated in them, have attached to them copies of all shareholders’ resolutions or agreements required so by applicable Law to be attached so annexed or incorporated. Other than this Agreement and fully the Shareholders’ Agreement, no arrangement and, in particular, no Contract explicitly or by inference or implication modifies the rules set out forth in the rights and restrictions attaching to each class Articles of share capital Association of the Company to which they relate.
3.7 The copies of the bye-lawsCompany, memorandum of association of whether or not such arrangement is enforceable vis à vis third parties and the Company and has complied with all the provisions of its charter documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formation.
3.8 All documents which should have been delivered by the Company to its registry have been so delivered.
3.9 The business of the Company is being conducted and, in accordance with its memorandum of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts of the Company and so far as the Seller is aware the Company particular, has not entered into any ultra xxxxx transactionsvxxxx transaction.
3.10 2.3. The Company has, at all times, maintained and continues to maintain in accordance with applicable Law, all statutory books, records and registers (including without limitation accounting records, share registers and minute books) required to be kept or maintained by the Company under applicable Law, and all such statutory books, records and registers are and have at all times been properly kept, written up to date and are complete, and all matters have been truthfully, accurately, and fully recorded in such books, records and registers. No notice or allegation that any of the statutory books, records or registers of the Company is a company validly existing incorrect or should be rectified has been received. All such books, records and registers are in the possession and under the laws direct control of Bermuda the Company.
2.4. All forms, returns, reports, filings, particulars, registrations, resolutions and other documents and intimations that the Company is required, by applicable Law, to file with, make or deliver to any governmental, administrative or regulatory body have been correctly made, duly filed and/or delivered and there is no outstanding notice from any governmental, administrative or regulatory body received by the Company as to its non-compliance with its obligations as to filings, returns, particulars, resolutions and/or other documents.
2.5. The Company has the corporate power and authority under to own and operate its constitutional documents Assets and properties to conduct carry on its business businesses as conducted as at the date of this agreementcurrently conducted.
3.11 There 2.6. The Company has been not bought back, repaid or redeemed or agreed to buy back, repay or redeem any of its Equity Shares or other securities or otherwise reduced or agreed to reduce its share capital or purchased any of its own shares or carried out any transaction having the effect of a share buy-back or reduction of capital.
2.7. Save and except as specified in this Agreement and the Transaction Documents, there are no failure by Encumbrances, outstanding options, warrants, rights (including conversion or pre-emption rights) or agreements or understanding (whether or not such agreements or understanding is absolute, revocable, contingent, conditional, oral, written, binding or otherwise) for the subscription or purchase from the Company of any shares in the capital stock of the Company or its officers any securities convertible into or ultimately exchangeable or exercisable for any capital stock of the Company including voting agreements. Further, the Company has (i) not agreed to comply acquire, whether legally or beneficially, jointly or alone, and directly or indirectly, any share capital or securities convertible into share capital or any other interest whatsoever in any entity; and (ii) does not Control, whether jointly or alone and directly or indirectly, any entity; and (iii) has not at any time, held any share capital or securities convertible into share capital or other interest whatsoever in, or Controlled, any entity.
2.8. The Company has no Subsidiaries or joint ventures and has not formed an association of persons for Tax purposes, nor does it own any direct or indirect equity, voting or ownership interest in any Person, including Persons that carry on any business that competes with the Business as presently conducted or as contemplated to be conducted.
2.9. The Board is duly elected and validly appointed as per the provisions of the Companies Act, including Act and the provisions as to filing of returns, particulars, resolutions charter documents and other documents with Governmental Authorities or to comply with all legal requirements in connection with the formation none of the Company and with issues directors are disqualified to continue as directors under any provisions of shares and the Companies Act and/or any other securities that has had a Material Adverse Effectstatutory legislation, as may be applicable.
3.12 2.10. The Company has not employed any person or entered into agreements complied with any consultantall requirements of the Companies Act and its charter documents for validly conducting the meetings of their respective boards and members and have duly reflected the proceedings of the meetings in the respective minutes.
3.13 The 2.11. None of the Directors have any direct or indirect ownership (i) in any business entity with which the Company is not currently tradingaffiliated; or (ii) in any business entity that competes with the Company.
2.12. There are no outstanding powers of attorney given by the Company and/or the Promoters to any Person, nor has it ever traded prior in relation to the Retrocession Agreements being entered into between the Company and the Ceding CompaniesCompany.
Appears in 1 contract
Corporate Matters. 3.1 (a) The Shares constitute Company and each of its Subsidiaries is duly organized, validly existing and in good standing under the whole Laws of the allotted and issued share capital of the Company and have been validly issued and allotted and are fully paid up.
3.2 Other than this agreement, there jurisdiction in which it is no agreement or commitment outstanding which calls for the allotment, issue or transfer of, or accords to any person the right to call for the allotment, issue or transfer of, any shares (including the Shares) or any debentures in or securities of the Company.
3.3 None of the Shares are subject to any rights of pre-emption or restrictions on transfer.
3.4 The Company does not have any interest in any body corporate or undertaking (other than through Investment Assets held in the ordinary course of business).
3.5 The information given in Schedule 8 is true and accurate save with respect to any non-material administrative errors.
3.6 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company which have been made available to the Purchaser are complete and accurate, have attached to them copies of all shareholders’ resolutions required so to be attached and fully set out the rights and restrictions attaching to each class of share capital of the Company to which they relate.
3.7 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formation.
3.8 All documents which should have been delivered by the Company to its registry have been so delivered.
3.9 The business of the Company is being conducted in accordance with its memorandum of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts of the Company and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactions.
3.10 The Company is a company validly existing under the laws of Bermuda incorporated and has the all requisite corporate power and authority under to own, lease and operate its constitutional documents properties and assets and to conduct its business as presently conducted. The Company and each of its Subsidiaries is duly authorized or qualified to transact business as a foreign corporation and, where applicable as a legal concept, is in good standing as a foreign corporation in each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, require such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect on the Company. Section 3.1(a) of the Company Disclosure Schedule lists the states in which the Company and each of its Subsidiaries are qualified to do business as at foreign corporations.
(b) Section 3.1(b) of the Company Disclosure Schedule lists all Subsidiaries of the Company together with the record and beneficial owners of all of the outstanding shares of capital stock of each of the Subsidiaries. Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, neither the Company nor any of the Subsidiaries of the Company own any capital stock or other equity or ownership or proprietary interest in any corporation, partnership, association, trust, joint venture or other entity.
(c) The Company has delivered to Parent correct and complete copies of its certificate of incorporation and bylaws (the “Company Charter Documents”) and correct and complete copies of the certificates of incorporation and bylaws (or comparable organizational documents) of each of its Subsidiaries (the “Subsidiary Organizational Documents”), in each case as amended to the date of this agreement.
3.11 There has been no failure by Agreement. All such Company Charter Documents and Subsidiary Organizational Documents are in full force and effect and neither the Company or nor any of its officers to comply with the provisions Subsidiaries is in violation of the Companies Act, including the provisions as to filing any of returns, particulars, resolutions and other documents with Governmental Authorities or to comply with all legal requirements in connection with the formation of the Company and with issues of shares and other securities that has had a Material Adverse Effecttheir respective provisions.
3.12 The Company has not employed any person or entered into agreements with any consultant.
3.13 The Company is not currently trading, nor has it ever traded prior to the Retrocession Agreements being entered into between the Company and the Ceding Companies.
Appears in 1 contract
Samples: Merger Agreement (Air Methods Corp)
Corporate Matters. 3.1 The Shares constitute (a) the whole Company and each of the allotted Subsidiaries is a duly incorporated, continued or amalgamated company in good standing under the laws of its jurisdiction of incorporation, continuance or amalgamation;
(b) all documents previously published or filed by the Company with the Regulatory Authorities (the “Continuous Disclosure Materials”) contain no untrue statement of a material fact as at the date thereof nor do they omit to state a material fact which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances in which it was made and issued share were prepared in accordance with and comply with applicable Securities Laws;
(c) the Company’s direct or indirect percentage ownership of the shares of the Subsidiaries is correctly disclosed in Schedule “B” to this Agreement, and all such shares are legally and beneficially owned by the Company or, in the case of shares held through Subsidiaries, by such Subsidiaries, free and clear of all liens, charges and encumbrances of any kind whatsoever;
(d) the Company is a reporting issuer or the equivalent in each of British Columbia, Alberta and Ontario and the Company is not in default of any of the requirements of the applicable Securities Laws of such jurisdictions;
(e) the Company meets the general eligibility requirements for use of a short form prospectus under National Instrument 44-101 Short Form Prospectus Distributions of the Canadian securities administrators;
(f) the Company is subject to Section 13(a) or 15(d) of the U.S. Exchange Act and is current in its filings thereunder, and the Company is a “foreign private issuer” (as defined in Rule 3b-4 under the U.S. Exchange Act) that meets the eligibility requirements for use of Form F-10;
(g) the Common Shares are listed for trading on the Exchanges and the Company is not in material default of any of the listing requirements of the Exchanges applicable to the Company;
(h) the authorized capital of the Company consists of an unlimited number of Common Shares, of which ,45,753,936 Common Shares were issued and have been outstanding as the date hereof as fully paid and non-assessable Common Shares in the capital of the Company;
(i) except as disclosed in Schedule “C”, there are no, nor will there be immediately prior to the Time of Closing, outstanding options, agreements or rights of any kind whatsoever to acquire any Common Shares of the Company;
(j) upon their issuance, and receipt of full payment therefor, the Shares will be validly issued and allotted outstanding as fully paid and non-assessable Common Shares registered in the names of the Underwriters or as directed by the Underwriters, as the case may be, or a permitted transferee thereof, free and clear of all voting restrictions, resale or trade restrictions (except control person restrictions) and liens, charges or encumbrances of any kind whatsoever;
(k) the Shares will on the date of issue be qualified investments under the Income Tax Act (Canada) and the regulations thereunder, as in effect on the date hereof, for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans and registered education savings plans, registered disability savings plans and tax-free savings accounts within the meaning of the Income Tax Act (Canada);
(l) all of the material transactions of the Company and each of the Subsidiaries have been promptly and properly recorded or filed in or with their respective books or records and their respective minute books contain all of their material transactions, all records of the meetings and proceedings of their directors, shareholders and other committees, if any, since their respective incorporations;
(m) the Company and each Subsidiary has the corporate power and capacity to own the assets owned by it and to carry on the business carried on by it, and the Company and each of the Subsidiaries hold all licences and permits that are required for carrying on their respective businesses in the manner in which such businesses have been carried on and is duly qualified to carry on business in all jurisdictions in which it carries on business, except where failure would not have a material adverse effect on the business of the Company;
(n) the Company and each of the Subsidiaries have good title to their respective assets, free and clear of all liens, charges and encumbrances of any kind whatsoever save and except as disclosed in the Continuous Disclosure Materials and the title opinions dated December 23, 2009 of Yukon counsel previously provided to the Underwriters (the “Title Opinions”) or where such liens, charges and encumbrances would not have a material adverse effect on the business of the Company or the Subsidiaries;
(o) all interests in natural resource properties and surface rights for exploration and exploitation, as applicable, overlying those properties of the Company or the Subsidiaries, except as disclosed in the Continuous Disclosure Materials and Title Opinions, are owned or held by the Company or such Subsidiaries as owner thereof with good title; are in good standing; and are fully paid up.
3.2 Other than this agreementvalid and enforceable and free and clear of any liens, there charges or encumbrances and no royalty is no agreement payable in respect of any of them, except such as would not have a material adverse effect on the business of the Company or commitment outstanding which calls the Subsidiaries. No other property rights are necessary for the allotmentconduct of the Company’s or the Subsidiaries’ businesses as they are currently being conducted, issue and there are no restrictions on the ability of the Company or transfer ofthe Subsidiaries to use or otherwise exploit any such property rights, and the Company does not know of any claim or accords basis for a claim that may adversely affect such rights in any respect;
(p) neither the Company nor the Subsidiaries have any responsibility or obligation to pay or have paid on their behalf any commission, royalty or similar payment to any person with respect to their property rights as of the right Closing Date, except as disclosed in the Continuous Disclosure Materials and Title Opinions or such as would not have a material adverse effect on the business of the Company or its Subsidiaries;
(q) the Company and each of the Subsidiaries are in compliance in all respects with all material terms and provisions of all contracts, agreements, indentures, leases, policies, instruments and licences that are material to call the conduct of their respective businesses and all such contracts, agreements, indentures, leases, policies, instruments and licences are valid and binding in accordance with their terms and in full force and effect, and no breach or default by the Company or the Subsidiaries or event which, with notice or lapse or both, could constitute a material breach or material default by the Company or the Subsidiaries, exists with respect thereto;
(r) the consolidated audited financial statements of the Company for its fiscal years ended June 30, 2009 and June 30, 2008 and the unaudited interim consolidated financial statements of the Company for the allotmentthree month period ended September 30, issue or transfer of2009 (collectively, any shares (including the Shares“Company’s Financial Statements”) or any debentures in or securities present fairly and accurately the financial position and results of the Company.
3.3 None operations of the Shares are subject Company on a consolidated basis for the periods then ended and the Company’s Financial Statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis, and such consolidated audited financial statements have been reconciled to generally accepted accounting principles in the United States in accordance with Item 18 of Form 20-F under the U.S. Exchange Act;
(s) the books and records of the Company and each of the Subsidiaries disclose all of their material financial transactions and such transactions have been fairly and accurately recorded; and except as disclosed in the Company’s Financial Statements:
(i) neither the Company nor any of the Subsidiaries is indebted to any rights of pre-emption its directors or restrictions on transfer.
3.4 The Company does not have any interest in any body corporate or undertaking officers (collectively the “Principals”), other than through Investment Assets held on account of director’s fees, management fees or expenses accrued but not paid, or to any of its shareholders (the “Shareholders”);
(ii) except for possible advances for expenses, none of the Principals or Shareholders is indebted or under obligation to the Company or to any of the Subsidiaries, on any account whatsoever; and
(iii) the Company has not guaranteed or agreed to guarantee any debt, liability or other obligation of any kind whatsoever of any person, firm or corporation whatsoever other than of a Subsidiary;
(t) there are no material liabilities of the Company or of the Subsidiaries, whether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the Company’s Financial Statements except those incurred in the ordinary course of business).their respective businesses since September 30, 2009;
3.5 The information given (u) since September 30, 2009 there has not been any adverse material change of any kind whatsoever in Schedule 8 is true and accurate save with respect to any non-material administrative errors.
3.6 The copies the financial position or condition of the bye-lawsCompany or of any of the Subsidiaries or any damage, memorandum loss or other change of association any kind whatsoever in circumstances materially affecting their respective businesses or assets, taken as a whole, or the right or capacity of any of them to carry on their respective businesses, such businesses having been carried on in the ordinary course;
(v) the directors and officers of the Company and their compensation arrangements with the documents comprising Company, whether as directors or officers of, or as independent contractors or consultants to, the governing instrument Company are as disclosed in the Continuous Disclosure Materials to the extent such disclosure is required under applicable Securities Laws, and, except as disclosed therein, there are no pensions, profit sharing, group insurance or similar plans or other deferred compensation plans of any kind whatsoever affecting the Company;
(w) all contracts and agreements material to the Company other than those entered into in the ordinary course of its business as presently conducted and taken as a whole (collectively the “Material Contracts”) have been disclosed to the Underwriters;
(x) all tax returns, reports, and elections of the segregated accounts of Company, and the Company which Subsidiaries required by law to have been filed or made, have been filed or made available to (as the Purchaser case may be) and are true, complete and accurate, have attached to them copies correct and all material amounts of all shareholders’ resolutions required so to be attached taxes and fully set out the rights and restrictions attaching to each class of share capital of the Company to which they relate.
3.7 The copies of the bye-laws, memorandum of association remittances owing of the Company and all material amounts of taxes and remittances owing by the documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formation.
3.8 All documents which should Subsidiaries have been delivered by paid or accrued in the Company to its registry have been so delivered.Company’s Financial Statements;
3.9 The business of the Company is being conducted in accordance with its memorandum of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts of the Company and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactions.
3.10 The Company is a company validly existing under the laws of Bermuda and has the power and authority under its constitutional documents to conduct its business as conducted as at the date of this agreement.
3.11 There has been no failure by the Company or its officers to comply with the provisions of the Companies Act, including the provisions as to filing of returns, particulars, resolutions and other documents with Governmental Authorities or to comply with all legal requirements in connection with the formation of the Company and with issues of shares and other securities that has had a Material Adverse Effect.
3.12 The Company has not employed any person or entered into agreements with any consultant.
3.13 The Company is not currently trading, nor has it ever traded prior to the Retrocession Agreements being entered into between (y) the Company and the Ceding Companies.Subsidiaries, have been assessed for all applicable taxes to and including the Company’s fiscal year ended June 30, 2008 and have received all appropriate refunds, have made adequate provision for taxes payable for all subsequent periods and the Company is not aware of any material contingent tax liability of the Company or of any Subsidiary;
(z) there are no actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding or pending, or to the knowledge of the Company threatened against or affecting the Company, or the Subsidiaries, or to the knowledge of the Company their respective directors, officers or promoters, at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever and there is no basis therefor;
(aa) PricewaterhouseCoopers LLP, who have audited the Financial Statements and have audited the Company’s internal control over financial reporting, are independent within the meaning of the Rules of Professional Conduct/Code of Ethics of the various provincial institutes/order, the Canada Business Corporations Act, the U.S. Securities Act and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States) (PCAOB);
(bb) the Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the U.S. Exchange Act) that complies in all material respects with the requirements of the U.S. Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in Canada. Management of the Company assessed the internal control over financial reporting of the Corporation as of June 30, 2009 and concluded internal control over financial reporting was effective as of such
Appears in 1 contract
Corporate Matters. 3.1 The Shares constitute the whole of the allotted and issued share capital of the Company and have been validly issued and allotted and are fully paid up.
3.2 Other than this agreement, there is no agreement or commitment outstanding which calls for the allotment, issue or transfer of, or accords to any person the right to call for the allotment, issue or transfer of, any shares (including the SharesA) or any debentures in or securities of the Company.
3.3 None of the Shares are subject to any rights of pre-emption or restrictions on transfer.
3.4 The Company does not have any interest in any body corporate or undertaking (other than through Investment Assets held in the ordinary course of business).
3.5 The information given in Schedule 8 has been duly incorporated and is true and accurate save with respect to any non-material administrative errors.
3.6 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company which have been made available to the Purchaser are complete and accurate, have attached to them copies of all shareholders’ resolutions required so to be attached and fully set out the rights and restrictions attaching to each class of share capital of the Company to which they relate.
3.7 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formation.
3.8 All documents which should have been delivered by the Company to its registry have been so delivered.
3.9 The business of the Company is being conducted in accordance with its memorandum of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts of the Company and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactions.
3.10 The Company is a company validly existing under the laws of Bermuda Hong Kong and has full power, authority and legal right to own its assets and carry on its business.
(B) Save for the power Subsidiary, the Company has no interest in the share capital of any company or in any partnership or joint venture.
(C) The copies of the memorandum and authority under its constitutional documents articles of association of the Company is accurate, complete and up to conduct its business as conducted date in all material respect as at the date of this agreementAgreement. The Company has complied with its memorandum and articles of association in all material respects and none of the activities, agreements, commitments or rights of the Company is ultra vires or unauthorised.
3.11 There (D) The register of members and other xxxxxtory books of the Company have been properly kept by the company secretary and the Company has maintained proper and consistent accounts, books and records of its business, assets and activities (including all accounts, books and records required to be kept by the law) and all such registers and records contain a true, accurate, up to date and complete record of the matters which should be dealt with therein, are in the possession of the Company and no notice or allegation that any of the same is incorrect or should be rectified has been no failure received.
(E) All returns and forms required to be filed with the Companies Registry have been properly filed within any applicable time limit and compliance has been made in all material respects with all legal, filing and procedural requirements and other formalities in connection with the Company concerning:
(a) its memorandum and articles of association or other constitutional documents (including all resolutions passed or purported to have been passed);
(b) the filing of all documents required by the Companies Ordinance or other appropriate legislation to be filed with the Registrar of Companies or other appropriate regulatory bodies; ** CONFIDENTIAL TREATMENT REQUESTED
(c) issues of shares debentures or other securities;
(d) payments of interest and dividends and making of other distributions; and
(e) directors and other officers.
(F) The Vendors are not aware of any material breach by the Company or any of its officers to comply with the provisions (in his capacity as such) of the Companies Act, including the provisions as to filing of returns, particulars, resolutions and other documents with Governmental Authorities any legislation or to comply with all legal requirements in connection with the formation of the Company and with issues of shares and other securities that has had a Material Adverse Effectregulations affecting it or its business.
3.12 The Company has not employed any person or entered into agreements with any consultant.
3.13 The Company is not currently trading, nor has it ever traded prior to the Retrocession Agreements being entered into between the Company and the Ceding Companies.
Appears in 1 contract
Samples: Share Purchase Agreement (Dyadic International Inc)
Corporate Matters. 3.1 The Shares constitute (i) Brigantine has been duly organized in conformity with the whole laws of its jurisdiction of incorporation. Brigantine has obtained all permits, licenses, authorizations and approvals (governmental or otherwise) necessary to own and operate its assets and to carry out its business as is now being conducted. Brigantine has accurately and diligently accomplished, on or prior to the applicable deadlines, all formalities that are required to validly continue its existence.
(ii) There has been no request for the annulment or the dissolution of Brigantine, nor any bankruptcy restructuring procedure or judicial liquidation, nor any equivalent procedure; Brigantine is not insolvent. To the best knowledge of Seller, there are no grounds upon which a third party could require the dissolution or winding up of the allotted and issued share capital affairs of Brigantine.
(iii) No resolution has been approved that results or will result in the amendment of the Company by-laws of Brigantine or the dissolution or winding up of the affairs of Brigantine. All of the corporate books and registries of Brigantine have been validly issued properly maintained in all material respects in accordance with applicable law. The corporate books and allotted and are fully paid upregistries of Brigantine accurately reflect, in all material respects in accordance with applicable law, its activities since its incorporation.
3.2 Other than this agreement, there is no agreement or commitment outstanding which calls for the allotment, issue or transfer of, or accords to any person the right to call for the allotment, issue or transfer of, any shares (including the Sharesiv) or any debentures in or securities of the Company.
3.3 None of the Shares are subject to any rights of pre-emption or restrictions on transfer.
3.4 The Company Brigantine does not have any interest subsidiaries and does not directly or indirectly hold shares or other securities or interests in any body corporate company, entity or undertaking (other than through Investment Assets held in person. Brigantine is not part of any group or association with third parties nor of any organization to which it could be obligated to contribute additional capital or the ordinary course liabilities of business).
3.5 The information given in Schedule 8 is true and accurate save with respect which it could be required to any non-material administrative errors.
3.6 The copies pay or guarantee. Brigantine does not act as a member of the bye-laws, memorandum board of association directors of any other company. No contract exists whose stated purpose is to give to a third party (i) influence over the control or the management of Brigantine or the Brigantine Business; or (ii) a right to claim a part of the Company and the documents comprising the governing instrument profits of the segregated accounts of the Company which have been made available to the Purchaser are complete and accurate, have attached to them copies of all shareholders’ resolutions required so to be attached and fully set out the rights and restrictions attaching to each class of share capital of the Company to which they relateBrigantine.
3.7 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formation.
3.8 All documents which should have been delivered by the Company to its registry have been so delivered.
3.9 The business of the Company is being conducted in accordance with its memorandum of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts of the Company and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactions.
3.10 The Company is a company validly existing under the laws of Bermuda and has the power and authority under its constitutional documents to conduct its business as conducted as at the date of this agreement.
3.11 There has been no failure by the Company or its officers to comply with the provisions of the Companies Act, including the provisions as to filing of returns, particulars, resolutions and other documents with Governmental Authorities or to comply with all legal requirements in connection with the formation of the Company and with issues of shares and other securities that has had a Material Adverse Effect.
3.12 The Company has not employed any person or entered into agreements with any consultant.
3.13 The Company is not currently trading, nor has it ever traded prior to the Retrocession Agreements being entered into between the Company and the Ceding Companies.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Advanced Technical Products Inc)
Corporate Matters. 3.1 The Shares constitute the whole of the allotted and issued share capital of the Company and have been validly issued and allotted and are fully paid up.
3.2 Other than this agreement, there is no agreement or commitment outstanding which calls for the allotment, issue or transfer of, or accords to any person the right to call for the allotment, issue or transfer of, any shares (including the Shares) or any debentures in or securities of the Company.
3.3 None of the Shares are subject to any rights of pre-emption or restrictions on transfer.
3.4 The Company does not have any interest in any body corporate or undertaking (other than through Investment Assets held in the ordinary course of business).
3.5 The information given in Schedule 8 is true and accurate save with respect to any non-material administrative errors.
3.6 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company which have been made available to the Purchaser are complete and accurate, have attached to them copies of all shareholders’ resolutions required so to be attached and fully set out the rights and restrictions attaching to each class of share capital of the Company to which they relate.
3.7 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formation.
3.8 All documents which should have been delivered by the Company to its registry have been so delivered.
3.9 The business of the Company is being conducted in accordance with its memorandum of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts of the Company and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactions.
3.10 The Company 3.1.1. [COMPANY NAME] is a company validly amalgamated and existing under the laws of Bermuda [STATE/PROVINCE], and no proceedings have been taken or authorized by [COMPANY NAME] with respect to (i) the bankruptcy, insolvency, liquidation, dissolution or winding up of [COMPANY NAME] or any of the Subsidiaries, or (ii) with respect to any amalgamation, merger, consolidation, arrangement or reorganization relating to [COMPANY NAME] or any of the Subsidiaries.
3.1.2. [COMPANY NAME] has no subsidiaries other than [COMPANY NAME], [COMPANY NAME] and [COMPANY NAME], each being a corporation incorporated under the [COUNTRY] Business Corporations [ACT/LAW/RULE], and each wholly-owned by [COMPANY NAME] (collectively, the “Subsidiaries”). All of the issued and outstanding shares of the Subsidiaries are held by [COMPANY NAME], except for [NUMBER] preferred share of [COMPANY NAME] held by [COMPANY NAME], in each case by good and marketable title, free and clear of all Encumbrances.
3.1.3. Each of [COMPANY NAME] and its Subsidiaries has the corporate power and authority under to own or lease its constitutional documents Assets and to conduct carry on its business as conducted at present carried on. Each of [COMPANY NAME] and the Subsidiaries possesses all Licenses material to the conduct of its business and such Licenses are listed on Schedule [SPECIFY]. Neither the nature of the Business nor the location or character of any of the Assets requires [COMPANY NAME] or the Subsidiaries to be registered, licensed or otherwise qualified as at the date of this agreementan extra provincial or foreign corporation or to be in good standing in any jurisdiction other than jurisdictions where it is duly registered, licensed or otherwise qualified and in good standing for such purpose.
3.11 There 3.1.4. This Agreement has been no failure duly executed and delivered by the Company or [FIRST PARTY NAME] and constitutes a valid and binding obligation of [FIRST PARTY NAME] enforceable against [FIRST PARTY NAME] in accordance with its officers to comply with the provisions terms.
3.1.5. A true copy of the Companies ActArticles and all by-laws of each of [COMPANY NAME] and the Subsidiaries, including which constitute all of their respective constating documents and by-laws, shall have been delivered to [SECOND PARTY NAME] by [FIRST PARTY NAME] not less than [NUMBER] Business Days prior to Closing Date.
3.1.6. The corporate records of each of [COMPANY NAME] and the provisions as to filing Subsidiaries contain complete and accurate:
a) minutes of returnsall meetings of the directors, particularsany committee thereof and the shareholders of each of [COMPANY NAME] and the Subsidiaries since their respect dates of incorporation;
b) originals of all resolutions of the directors, resolutions any committee thereof and the shareholders of each of [COMPANY NAME] and the Subsidiaries passed by signature in writing since their respective incorporation; and
c) all waivers, notices and other documents with Governmental Authorities or required by [YOUR COUNTRY LAW] to comply with be contained therein; and reflect all legal requirements actions taken and resolutions passed by the directors and shareholders of each of [COMPANY NAME] and the Subsidiaries since their respective incorporation. All resolutions contained in connection with such records have been duly passed and all such meetings have been duly called and held.
d) The share certificate books, register of shareholders, register of transfer and registers of directors of each of [COMPANY NAME] and the formation Subsidiaries are complete and accurate.
3.1.7. The list of officers and directors in Schedule [SPECIFY] constitutes a complete and accurate list of all officers and directors of the Company and with issues members of shares and other securities that has had a Material Adverse Effect.
3.12 The Company has not employed any person or entered into agreements with any consultant.
3.13 The Company is not currently trading, nor has it ever traded prior to the Retrocession Agreements being entered into between the Company each of [COMPANY NAME] and the Ceding CompaniesSubsidiaries on the Closing Date.
Appears in 1 contract
Samples: Offer to Purchase Shares
Corporate Matters. 3.1 (a) The Shares constitute the whole of the allotted and issued share capital of the Company and have been validly issued and allotted and are fully paid up.
3.2 Other than this agreement, there is no agreement or commitment outstanding which calls for the allotment, issue or transfer of, or accords to any person the right to call for the allotment, issue or transfer of, any shares Corporation (including the Sharesi) or any debentures in or securities of the Company.
3.3 None of the Shares are subject to any rights of pre-emption or restrictions on transfer.
3.4 The Company does not have any interest in any body corporate or undertaking (other than through Investment Assets held in the ordinary course of business).
3.5 The information given in Schedule 8 is true and accurate save with respect to any non-material administrative errors.
3.6 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company which have been made available to the Purchaser are complete and accurate, have attached to them copies of all shareholders’ resolutions required so to be attached and fully set out the rights and restrictions attaching to each class of share capital of the Company to which they relate.
3.7 The copies of the bye-laws, memorandum of association of the Company and the documents comprising the governing instrument of the segregated accounts of the Company have not been amended at any time since formation.
3.8 All documents which should have been delivered by the Company to its registry have been so delivered.
3.9 The business of the Company is being conducted in accordance with its memorandum of association and bye‑laws and any documents comprising the governing instrument of any segregated accounts of the Company and so far as the Seller is aware the Company has not entered into any ultra xxxxx transactions.
3.10 The Company is a company corporation duly incorporated, organized and validly existing and in good standing under the laws of Bermuda its jurisdiction of incorporation; (ii) is licensed, authorized and qualified to carry on business in all jurisdictions where, by virtue of the nature of its Business or the vocation or character of its Assets, such licensing, authorization or qualification is necessary; and (iii) the only jurisdiction in which the Corporation has a permanent establishment or owns Assets is the province of Quebec.
(b) The Corporation, to the extent necessary, has all necessary power and authority, and has taken all actions required (i) to execute, deliver and perform this Agreement and (ii) to issue, sell and deliver the power Subscribed Shares and authority to register them in the names of SGF Sante and Draxis Health. This Agreement, the Shareholders' Agreement and all other documents and instruments executed by the Corporation pursuant hereto when delivered, are and will be duly authorized, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance or other equitable remedies. Upon the issue, sale, delivery and registration of the Subscribed Shares in the names of SGF Sante and Draxis Health in accordance with the terms hereof, the Subscribed Shares will be validly issued and fully paid and non-assessable, and will be free and clear of all Encumbrances and Rights, subject only to restrictions on transfer in the Articles of the Corporation and under its constitutional documents to conduct its business as conducted as at the date of this agreementShareholders' Agreement.
3.11 There (c) The Corporation has been no failure by the Company or corporate power, authority and capacity to own its officers Assets and to comply carry on its Business in the manner and to the extent currently carried on in all jurisdictions in which it presently carries on business and to perform its obligations hereunder and consummate the transactions contemplated hereby.
(d) The Corporation is in compliance with the terms and provisions of its Articles and By-laws, each as amended and in effect on the Companies Act, including the provisions as to filing of returns, particulars, resolutions and other documents with Governmental Authorities or to comply with all legal requirements in connection with the formation of the Company and with issues of shares and other securities that has had a Material Adverse EffectClosing Date.
3.12 The Company has not employed any person or entered into agreements with any consultant.
3.13 The Company is not currently trading, nor has it ever traded prior to the Retrocession Agreements being entered into between the Company and the Ceding Companies.
Appears in 1 contract
