Public Corporation. Executive represents that, as of the date of the filing of the particular financial statement or other public filing referred to below, he had no knowledge of any accounting irregularity with respect to, or any material misstatement or omission contained in, any financial statement or other public filing made by any publicly-traded corporation on whose board of directors Executive served as of such date (each such corporation being referred to as a “Public Corporation”).
Public Corporation. Upon the Amalgamation, the Continuing Corporation will be a "public corporation" under the Income Tax Act (Canada); (i) Affiliate Agreements. Parent and Dutchco shall have received from each person who is identified in the Affiliate Letter as an "affiliate" of the Company an Affiliate Agreement as set forth in Section 5.7, and each such Affiliate Agreement shall be in full force and effect. The Company shall have received from each person who Parent in good faith determines is an affiliate of Parent, an Affiliate Agreement as set forth in Section 5.7, and each such Affiliate Agreement shall be in full force and effect; and (j) Pooling Letters. Each of the Company and Parent shall have received the Xxxxxx Xxxxxxxx Pooling Letter and the Ernst & Young Pooling Letter, respectively. 6.2 Additional Conditions to Obligations of Parent Group Members. The obligations of each member of the Parent Group to effect the Transactions are also subject to the following conditions: (a)
Public Corporation. SLAIT and SHAREHOLDERS are aware that FORLINK has public shareholders, further that public companies are subject to extensive and complex state, federal and other regulations. Among other requirements, SHAREHOLDERS and SLAIT are aware that a Form 8-K must be filed with the United States Securities and Exchange Commission within fifteen days after closing, which filing requires that audited financial statements be filed within sixty days after the due date of the Form 8-K, and they agree that such filings shall be the responsibility of the officers and directors of FORLINK. SHAREHOLDERS and SLAIT are aware of the legal requirements and obligations of public companies, and are fully aware of their responsibilities, following closing, to fully comply will all securities laws and regulations, and agree to do so.
Public Corporation. Public Corporation represents and warrants to Target, without reservation, as follows as of the date hereof and Closing:
Public Corporation. Parent shall use reasonable efforts to ensure that ExchangeCo remains a "public corporation" within the meaning of the Income Tax Act (Canada) for so long as there are Exchangeable Shares outstanding (other than those Exchangeable Shares held by Parent or any of its Affiliates). 6.
Public Corporation. 44 6. Conditions Precedent To Obligations Of Parent, Exchangeco And Nova Scotia Co..................... 44 6.1
