Good Standing of Corporate Subsidiaries. Each subsidiary of the Guarantor, other than such subsidiaries as would not, individually or in the aggregate, constitute a “significant subsidiary” as such term is defined in Rule 1-02 of Regulation S-X promulgated under the 1933 Act (each, a “Significant Subsidiary”) (including the Company), that is a corporation has been duly incorporated or organized and is an existing corporation in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction of its incorporation, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in each of the Disclosure Package and the Prospectus; and each such Significant Subsidiary of the Guarantor is duly qualified to transact business as a foreign corporation and is in good standing (with respect to jurisdictions that recognize such concept) in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or be in good standing would not reasonably be expected to result in a Material Adverse Change; all of the issued and outstanding capital stock of each such Significant Subsidiary of the Guarantor has been duly authorized and validly issued and is fully paid and nonassessable; and all of the issued and outstanding capital stock of each such Significant Subsidiary is owned by the Guarantor, directly or through subsidiaries, except for de minimis shareholdings as required to comply with applicable law, and such capital stock is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (except for restrictions on transferability of the shares of insurance subsidiaries, under applicable law).
Good Standing of Corporate Subsidiaries. Each corporate Subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its state of incorporation with corporate power and authority to own, lease and operate its properties and to conduct the business in which it is engaged or proposes to engage as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of each corporate Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the
Good Standing of Corporate Subsidiaries. 6 (8) Good Standing of Partnership Subsidiaries...............7 (9) Capitalization..........................................7 (10) Authorization of the Purchase Contract Agreement........7 (11) Authorization of the Pledge Agreement...................8 (12) Authorization of FELINE PRIDES..........................8 (13) Authorization of Preferred Shares.......................8 (14) Authorization of the Ordinary Shares....................8 (15) Authorization of this Agreement, the Pricing Agreement and the Remarketing Agreement...............8 (16) Descriptions of the Securities and the Operative Agreements............................................9 (17) Non-Taxation of Current Payments........................9 (18) Reserves...............................................10 (19) Absence of Defaults and Conflicts......................10 (20) Absence of Proceedings.................................11 (21) Accuracy of Exhibits...................................11 (22) Absence of Further Requirements........................11 (23) Possession of Licenses and Permits.....................11 (24)
Good Standing of Corporate Subsidiaries. Each subsidiary of the Company that is a corporation (each, a “Corporate Subsidiary”) has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus; and each Corporate Subsidiary is duly qualified to do business as a foreign corporation in good standing in all of the jurisdictions set forth opposite such Corporate Subsidiary’s name on Exhibit C hereto, which constitute all other jurisdictions in which such Corporate Subsidiary’s ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect; all of the issued and outstanding capital stock of each Corporate Subsidiary has been duly authorized and validly issued and is fully paid and nonassessable; and, except as disclosed in the Prospectus, the capital stock of each Corporate Subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens and encumbrances.
