Common use of Corporation and Subsidiaries Clause in Contracts

Corporation and Subsidiaries. (a) The only Persons in which the Corporation holds shares, units, partnership interests or other securities are the Subsidiaries, and the Corporation does not have any agreements, options or commitments to acquire any shares, units, partnership interest or other securities of any other Person. (b) The ownership of the Substantial Corporate Subsidiaries is as set forth in Part 1 of Appendix 10 to this Schedule 4.1, the ownership of the Substantial Partnership Subsidiaries is as set forth in Part 2 of Appendix 10 to this Schedule 4.1, and the ownership of the remaining Subsidiaries is as set forth in Part 3 of Appendix 10 to this Schedule 4.1. (c) Except for Permitted Encumbrances and except as set forth in Appendix 10 to this Schedule 4.1, each of the shares, units and partnership interests in the Subsidiaries are free and clear of all Encumbrances other than restrictions on transfers set out in the articles of incorporation of the Corporate Subsidiaries or in the applicable partnership agreement in respect of a Partnership Subsidiary and any Encumbrances arising out of any action taken by, or in favour of, the Purchaser. (d) All of the issued and outstanding shares of the Substantial Corporate Subsidiaries and the units of or the partnership interests in the Substantial Partnership Subsidiaries, as applicable, have been duly and validly issued and are outstanding as fully paid and non-assessable shares, units or partnership interests, as applicable. (e) No options, warrants, pre-emptive rights, commitments, subscriptions or other rights to purchase issued or unissued shares or other securities of the Corporation or any of the Substantial Corporate Subsidiaries or units of or partnership interests in any of the Substantial Partnership Subsidiaries create any additional class of shares or units and no securities or obligations convertible into or exchangeable for shares or units in the Corporation or any of the Subsidiaries, have been issued, granted, authorized, allotted or agreed to be issued or are outstanding, other than in the case of the Purchased Shares, rights in favour of the Purchaser pursuant to this Agreement.

Corporation and Subsidiaries. (a) The Except as disclosed in Schedule 4.4(a), the only Persons in which the Corporation directly or indirectly holds shares, units, partnership interests or other securities or ownership interests are the Subsidiaries, and the Corporation does not have any agreements, options or commitments to acquire any shares, units, partnership interest or other securities of any other Person. (b) The ownership Corporation is the sole registered and beneficial owner of all of the Substantial issued and outstanding shares of the Corporate Subsidiaries is as set forth in Part 1 of Appendix 10 to this Schedule 4.1, 4.4(c) and the ownership Corporation and/or one or more of the Substantial Subsidiaries are the sole owners of the units of or partnership interests in each of the Partnership Subsidiaries is as set forth in Part 2 of Appendix 10 to this Schedule 4.14.4(c), and there are no actions, suits, proceedings or claims that have been served on the Corporation or any of its Subsidiaries to the best of the knowledge of Vendor and the Corporation, are pending or threatened with respect to or in any manner challenging the ownership of such securities or the remaining Subsidiaries is as set forth in Part 3 exercise of Appendix 10 to this Schedule 4.1any rights which are derived or attached thereto. (c) Except for Permitted Encumbrances and except as The ownership of the Subsidiaries is set forth in Appendix 10 to this Schedule 4.1, each 4.4(c). (d) Each of the shares, units and partnership interests referred to in the Subsidiaries Section 4.4(b) are free and clear of all Encumbrances other than restrictions on transfers set out in the articles of incorporation of the Corporate Subsidiaries or in the applicable partnership agreement in respect of a Partnership Subsidiary and any Encumbrances arising out of any action taken by, or in favour of, the by Purchaser. (de) All of the Purchased Shares and all of the issued and outstanding shares of the Substantial Corporate Subsidiaries and the units of or the partnership interests in the Substantial Partnership Subsidiaries, as applicable, have been duly and validly issued and are outstanding as fully paid and non-assessable shares, units or partnership interests, as applicable. (ef) No There are no options, warrants, pre-emptive rights, commitments, subscriptions or other rights to purchase purchase, or obligations to transfer or sell, issued or unissued shares or other securities of the Corporation or any of the Substantial Corporate Subsidiaries or units of or partnership interests in any of the Substantial Partnership Subsidiaries Subsidiaries, or create any additional class of shares or units shares, and no securities or obligations convertible into or exchangeable for shares or other securities of or units of or partnership interests in any of the Corporation or any of the Subsidiaries, have been issued, granted, authorized, allotted or agreed to be issued or are outstandingoutstanding other than, other than in the case of the Purchased Shares, rights in favour of the Purchaser pursuant to this Agreement, except as listed in Schedule 4.2(e).

Corporation and Subsidiaries. (a) The only Persons in which the Corporation holds shares, units, partnership interests or other securities are the Subsidiaries, and the Corporation does not have any agreements, options or commitments to acquire any shares, units, partnership interest or other securities of any other Person. (b) The ownership Corporation is the sole registered and beneficial owner of all of the Substantial issued and outstanding shares of the Corporate Subsidiaries is as set forth in Part 1 of Appendix 10 to this Schedule 4.1, 4.4(c) and the ownership Corporation and/or one or more of the Substantial Partnership Subsidiaries is as are the sole owners of the shares of each of the Corporate Subsidiaries set forth in Part 2 of Appendix 10 to this Schedule 4.1, 4.4(c) and the ownership units of or partnership interests in each of the remaining Partnership Subsidiaries is as set forth in Part 3 of Appendix 10 to this Schedule 4.14.4(c). (c) Except for Permitted Encumbrances and except as The ownership of the Subsidiaries is set forth in Appendix 10 to this Schedule 4.1, each 4.4(c). (d) Each of the shares, units and partnership interests referred to in the Subsidiaries Section 4.4(b) are free and clear of all Encumbrances other than restrictions on transfers and permitted number of beneficial owners set out in the articles of incorporation of the Corporate Subsidiaries or in the applicable partnership agreement in respect of a Partnership Subsidiary and any Encumbrances arising out of any action taken by, or in favour of, the Purchaser. (de) All of the Purchased Shares and all of the issued and outstanding shares of the Substantial Corporate Subsidiaries and the units of or the partnership interests in the Substantial Partnership Subsidiaries, as applicable, have been duly and validly issued and are outstanding as fully paid and non-assessable shares, units or partnership interests, as applicable. (ef) No options, warrants, pre-emptive rights, commitments, subscriptions or other rights to purchase issued or unissued shares or other securities of the Corporation or any of the Substantial Corporate Subsidiaries or units of or partnership interests in any of the Substantial Partnership Subsidiaries Subsidiaries, or create any additional class of shares or units shares, and no securities or obligations convertible into or exchangeable for shares or other securities of or units of or partnership interests in any of the Corporation or any of the Subsidiaries, have been issued, granted, authorized, allotted or agreed to be issued or are outstanding, outstanding other than than: (i) in the case of the Purchased Shares, rights in favour of the Purchaser pursuant to this Agreement; and (ii) options to purchase the Corporation’s Class B Common Shares pursuant to the Northrock Resources Ltd. Amended and Restated June 2000 Stock Option Plan, which options will expire and be of no further force or effect on the Closing.

Corporation and Subsidiaries. (a) The only Persons in which the Corporation holds shares, units, partnership interests or other securities are the Subsidiaries, and the Corporation does not have any agreements, options or commitments to acquire any shares, units, partnership interest or other securities of any other Person. (b) The ownership Corporation is the sole registered and beneficial owner of all of the Substantial issued and outstanding shares of the Corporate Subsidiaries is as set forth in Part 1 of Appendix 10 to this Schedule 4.1, 4.4(c) and the ownership Corporation and/or one or more of the Substantial Partnership Subsidiaries is as are the sole owners of the shares of each of the Corporate Subsidiaries set forth in Part 2 of Appendix 10 to this Schedule 4.1, 4.4(c) and the ownership units of or partnership interests in each of the remaining Partnership Subsidiaries is as set forth in Part 3 of Appendix 10 to this Schedule 4.14.4(c). (c) Except for Permitted Encumbrances and except as The ownership of the Subsidiaries is set forth in Appendix 10 to this Schedule 4.1, each 4.4(c). (d) Each of the shares, units and partnership interests referred to in the Subsidiaries Section 4.4(b) are free and clear of all Encumbrances other than restrictions on transfers and permitted number of beneficial owners set out in the articles of incorporation of the Corporate Subsidiaries or in the applicable partnership agreement in respect of a Partnership Subsidiary and any Encumbrances arising out of any action taken by, or in favour of, the Purchaser. (de) All of the Purchased Shares and all of the issued and outstanding shares of the Substantial Corporate Subsidiaries and the units of or the partnership interests in the Substantial Partnership Subsidiaries, as applicable, have been duly and validly issued and are outstanding as fully paid and non-assessable shares, units or partnership interests, as applicable. (ef) No options, warrants, pre-emptive rights, commitments, subscriptions or other rights to purchase issued or unissued shares or other securities of the Corporation or any of the Substantial Corporate Subsidiaries or units of or partnership interests in any of the Substantial Partnership Subsidiaries Subsidiaries, or create any additional class of shares or units shares, and no securities or obligations convertible into or exchangeable for shares or other securities of or units of or partnership interests in any of the Corporation or any of the Subsidiaries, have been issued, granted, authorized, allotted or agreed to be issued or are outstanding, outstanding other than than: (i) in the case of the Purchased Shares, rights in favour of the Purchaser pursuant to this Agreement; and (ii) options to purchase the Corporation's Class B Common Shares pursuant to the Northrock Resources Ltd. Amended and Restated June 2000 Stock Option Plan, which options will expire and be of no further force or effect on the Closing.