Common use of Good Standing of Significant Subsidiaries Clause in Contracts

Good Standing of Significant Subsidiaries. Each “significant subsidiary” (within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission) (the “Significant Subsidiaries”) of the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly 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 qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued shares of capital stock of each Significant Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.

Appears in 5 contracts

Samples: Underwriting Agreement (Torchmark Corp), Underwriting Agreement (Torchmark Corp), Underwriting Agreement (Torchmark Corp)

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Good Standing of Significant Subsidiaries. Each “significant subsidiary” (within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission) (the “Significant Subsidiaries”) Subsidiary of the Company which is a significant subsidiary, as defined in Rule 405 (each, a “Significant Subsidiary”), has been duly incorporatedincorporated or organized, is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has all the requisite corporate power and authority to own, lease and operate own its properties property and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly 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 qualification, except to the extent that the failure to be so qualified or be in good standing would not have result in a material adverse effect on the Company and its subsidiaries, taken as a whole; all Material Adverse Change. All of the issued shares of capital stock or other equity interests of each Significant Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company or a direct wholly-owned Subsidiary of the Company, as the case may be, free and clear of all liens, encumbrances, equities or claims. None of the outstanding shares of capital stock or other equity interests of any Significant Subsidiary were issued in violation of preemptive or other similar rights of any security holder of such Significant Subsidiary.

Appears in 4 contracts

Samples: Underwriting Agreement (Public Service Enterprise Group Inc), Public Service Enterprise Group Inc, Public Service Enterprise Group Inc

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Good Standing of Significant Subsidiaries. Each “significant subsidiary” (within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission) (the “Significant Subsidiaries”) of the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly 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 qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued shares of capital stock of each Significant Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.

Appears in 1 contract

Samples: Underwriting Agreement (Torchmark Corp)

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