Common use of Incorporation of Subsidiaries Clause in Contracts

Incorporation of Subsidiaries. Each principal subsidiary of the Company (as listed in Schedule C hereto) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized, is validly existing as a corporation and, where such concept is applicable, is in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and 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 so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary owned by the Company, directly or through subsidiaries, has been duly authorized and validly issued, is fully paid and non-assessable and is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary owned by the Company, directly or through subsidiaries, was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary.

Appears in 4 contracts

Samples: Underwriting Agreement (Mitsubishi Ufj Financial Group Inc), Underwriting Agreement (Mitsubishi Ufj Financial Group Inc), Underwriting Agreement (Mitsubishi Ufj Financial Group Inc)

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Incorporation of Subsidiaries. Each principal subsidiary “significant subsidiary” of the Company MUFG (as listed such term is defined in Schedule C heretoRule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized, is validly existing as a corporation and, where such concept is applicable, is in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus General Disclosure Package and 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 so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Time of Sale Prospectus General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary owned by the CompanyMUFG, directly or through subsidiaries, has been duly authorized and validly issued, is fully paid and non-assessable and is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary owned by the CompanyMUFG, directly or through subsidiaries, was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only Subsidiaries of MUFG are the subsidiaries listed on Schedule C hereto.

Appears in 2 contracts

Samples: Underwriting Agreement, u.s. Underwriting Agreement (Mitsubishi Ufj Financial Group Inc)

Incorporation of Subsidiaries. Each principal subsidiary “significant subsidiary” of the Company (as listed such term is defined in Schedule C heretoRule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized, is validly existing as a corporation and, where in jurisdictions in which such concept is applicable, is in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and 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 any such failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock of each such Subsidiary owned by the Company, directly or through subsidiaries, has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary owned by the Company, directly or through subsidiaries, was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary.. The only subsidiaries of the Company are (a) the Subsidiaries listed or otherwise referenced in Exhibit 8.1 to the Annual Report on Form 20-F and (b) certain other subsidiaries none of which constitutes a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Appears in 2 contracts

Samples: Purchase Agreement (Orix Corp), Purchase Agreement (Orix Corp)

Incorporation of Subsidiaries. Each principal subsidiary “significant subsidiary” of the Company (as listed such term is defined in Schedule C heretoRule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized, is validly existing as a corporation and, where in jurisdictions in which such concept is applicable, is in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and 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 any such failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock of each such Subsidiary owned by the Company, directly or through subsidiaries, has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary owned by the Company, directly or through subsidiaries, was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary.. The only subsidiaries of the Company are (A) the Subsidiaries listed or otherwise referenced in Exhibit 8.1 to the Annual Report on Form 20-F and (B) certain other subsidiaries none of which constitutes a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Appears in 1 contract

Samples: Purchase Agreement (Orix Corp)

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Incorporation of Subsidiaries. Each principal subsidiary “significant subsidiary” of the Company MUFG (as listed such term is defined in Schedule C heretoRule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized, is validly existing as a corporation and, where such concept is applicable, is in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and 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 so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock of each such Subsidiary owned by the CompanyMUFG, directly or through subsidiaries, has been duly authorized and validly issued, is fully paid and non-assessable and is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary owned by the CompanyMUFG, directly or through subsidiaries, was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only Significant Subsidiaries of MUFG are the subsidiaries listed on Schedule C hereto. The Issuer and the Bank SPC have no subsidiaries.

Appears in 1 contract

Samples: Purchase Agreement (Mitsubishi Ufj Financial Group Inc)

Incorporation of Subsidiaries. Each principal subsidiary “significant subsidiary” of the Company (as listed such term is defined in Schedule C heretoRule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized, is validly existing as a corporation and, where in jurisdictions in which such concept is applicable, is in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and 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 so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock of each such Subsidiary owned by the Company, directly or through subsidiaries, has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary owned by the Company, directly or through subsidiaries, was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary.

Appears in 1 contract

Samples: International Underwriting Agreement (Toyota Motor Corp/)

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