Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2. (b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards. (c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 3 contracts
Samples: Merger Agreement (Diamond Offshore Drilling, Inc.), Merger Agreement (Noble Corp PLC), Merger Agreement (Diamond Offshore Drilling, Inc.)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization Delaware and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 The Company has made available to the Company Parent true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2the Company.
(b) Each of Parentthe Company’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has made available to the Company Parent true and complete copies of the charter and bylaws (or similar organizational documents) of each of the Company’s Significant Subsidiary of ParentSubsidiaries. Section 5.1(b4.1(b) of the Parent Company Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent the Company and its each Significant Subsidiary’s jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s the Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent the Company or by a direct or indirect indirect, wholly owned Significant Subsidiary of Parentthe Company, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent the Company owns any Parent Company Shares or Parent Company Equity Awards.
(c) Each drilling unit owned or leased by Parent the Company or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 3 contracts
Samples: Merger Agreement (Diamond Offshore Drilling, Inc.), Merger Agreement (Diamond Offshore Drilling, Inc.), Merger Agreement (Noble Corp PLC)
Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have a Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws laws of the its respective jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would not reasonably be expected to have a Company Material Adverse Effect. Each of Parent, Merger Sub 1 the Company and Merger Sub 2 its Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where in which the ownershipproperty owned, leasing leased or operation operated by it or the nature of its assets the business conducted by it makes such approvals, qualification or properties or conduct of its business requires such qualificationlicensing necessary, except in the case of the Company and its Subsidiaries, where the failure to be so organized, validly existingduly approved, qualified or licensed and in good standing, or to have such power or authority, would not have, and standing would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. Each A true, correct and complete list of Parentall the Subsidiaries of the Company, Merger Sub 1 identifying (i) the name, jurisdiction of incorporation or organization, and Merger Sub 2 has made available to type of entity of each such Subsidiary, (ii) the number and type of the outstanding share capital or other equity or similar interests of each such Subsidiary, (iii) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by the Company true and complete copies each of its other Subsidiaries and (iv) the percentage of the charter and bylaws outstanding share capital or other governing documents equity or similar interests of Parenteach such Subsidiary owned by any other Person in each such Subsidiary, Merger Sub 1 and Merger Sub 2is set forth on Section 3.01(a) of the Company Disclosure Letter.
(b) Each The Company has delivered or made available to Parent, prior to execution of Parent’s Significant Subsidiaries this Agreement, true, correct and complete copies of (i) is a legal entity duly organizedthe restated certificate of incorporation of the Company in effect as of the date of this Agreement (the “Company Charter”), validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power the amended and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation restated by-laws of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies in effect as of the charter and bylaws date of this Agreement (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards“Company By-laws”).
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 2 contracts
Samples: Merger Agreement (Community Health Systems Inc), Merger Agreement (Health Management Associates, Inc)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is a legal entity corporation duly organizedincorporated, validly existing and in good standing under the Laws of the jurisdiction State of its organization Maryland and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organizedqualified or, validly existingwhere relevant, qualified or in good standing, or to have such power or authority, would has not have, had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2.
(b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and and, where relevant, in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or or, where relevant, in good standing, or to have such power or authority authority, has not had and would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has filed with the SEC, prior to the date of this Agreement, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect and the Company is not in violation of either of the Company Governing Documents. The Company has made available to the Company true Parent complete and complete accurate copies of the charter and bylaws (bylaws, or similar equivalent organizational or governing documents) , of each Significant Subsidiary of Parent. the Company’s “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act), each as currently in effect.
(b) Section 5.1(b4.1(b) of the Parent Company Disclosure Letter sets forth a true an accurate and complete list of each Significant Company Subsidiary and each Person in which the Company or any Company Subsidiary owns an equity or other economic interest, including a list of Parent and its each Company Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (“Qualified REIT Subsidiary”), or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”), together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary, (ii) the type and percentage of interest held, directly or indirectly, by the Company in each Company Subsidiary or in each such Person, (iii) the names and the type of and percentage of interest held by any Person other than the Company or a Company Subsidiary in each Company Subsidiary, and (iv) the classification for United States federal income tax purposes of each Company Subsidiary. Each of All the issued and outstanding shares of capital stock of, or other equity securities (including partnership interestsinterests in, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, Company Subsidiary have been validly issued, issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, the Company free and clear of any all Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards, other than Permitted Liens.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 2 contracts
Samples: Merger Agreement (Annaly Capital Management Inc), Merger Agreement (Hatteras Financial Corp)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is a legal entity duly organizedincorporated, validly existing and in good standing under the Laws of the its jurisdiction of incorporation. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company’s Subsidiaries is a legal entity duly organized or incorporated (as applicable) and validly existing under the Laws of its respective jurisdiction of organization or incorporation (as applicable). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and the Company’s Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 the Company and Merger Sub 2 the Company’s Subsidiaries is qualified to do business and and, where relevant, is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organizedqualified or, validly existingwhere relevant, qualified or in good standing, or to have such power or authority, would has not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each The Company has filed with the SEC, prior to the date hereof, a complete and accurate copy of Parent, Merger Sub 1 the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and Merger Sub 2 effect and the Company is not in violation of the Company Governing Documents. The Company has made available to Parent prior to the Company true date hereof complete and complete accurate copies of the charter certificates of incorporation, bylaws, certificate(s) of change of name, certificate(s) of merger and bylaws memorandum and articles of association, or other equivalent organizational or governing documents documents, of Parentand each of the Company’s “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC, Merger Sub 1 and Merger Sub 2each as currently in effect.
(b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organizedAll the issued and outstanding ordinary shares of, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interestsinterests in, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, Company Subsidiary have been validly issued, issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, the Company free and clear of any all Liens, other than Permitted Liens. No direct Section 3.1(b) of the Company Disclosure Letter sets forth, as of the date hereof, (i) an organizational chart which shows the name and jurisdiction of incorporation of each Company Subsidiary, (ii) the percentage of interests held, directly or indirect Significant indirectly, by the Company in each Company Subsidiary and (iii) the names and the type of Parent owns and percentage of interests held by any Parent Shares Person other than the Company or Parent Equity Awardsa Company Subsidiary in each Company Subsidiary.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capri Holdings LTD), Merger Agreement (Tapestry, Inc.)
Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the its respective jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would authority has not have, had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter its Subsidiaries is duly qualified or licensed, and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2.
(b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to ownnecessary governmental approvals, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where in which the ownershipproperty owned, leasing leased or operation operated by it or the nature of the business conducted by it makes such approvals, qualification or licensing necessary, except, in the case of the Company and its assets or properties or conduct of its business requires such qualificationSubsidiaries, except where the failure to be so organized, validly existingduly approved, qualified or licensed and in good standing, or to have such power or authority standing has not had and would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent .
(b) The Company has made available prior to the date of this Agreement a true and complete copy of the Company’s certificate of incorporation and bylaws (collectively, the “Company Organizational Documents”), and the certificate of incorporation, bylaws, limited partnership agreement, limited liability company agreement or comparable constituent or organizational documents for each Subsidiary of the Company, in each case, as amended through the date hereof. The Company has made available prior to the date of this Agreement true and complete copies of the charter minute books of the Company and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a Company, which copies contain true and complete list records of each Significant Subsidiary all meetings and other corporate actions held or taken since December 31, 2009 of Parent their respective stockholders and its jurisdiction boards of organization. Each of the outstanding shares of capital stock directors or other equity securities similar governing bodies (including partnership interests, limited liability company interests committees of their respective stockholders and boards of directors or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awardssimilar governing bodies).
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 2 contracts
Samples: Merger Agreement (McMoran Exploration Co /De/), Merger Agreement (Freeport McMoran Copper & Gold Inc)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 the Company and Merger Sub 2 its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the its respective jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and assets, to carry on its business as presently conducted. Each of Parent, Merger Sub 1 conducted and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing leasing, character or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 The Company has made available to Parent prior to the Company date of this Agreement a true and complete copies copy of its articles of incorporation and code of regulations (the “Company Organizational Documents”) and has made available to Parent prior to the date of this Agreement a true and complete copy of the charter articles of incorporation and bylaws code of regulations or other governing equivalent organizational documents of Parenteach of its Subsidiaries, Merger Sub 1 and Merger Sub 2each as amended through the date hereof. Neither the Company nor any Subsidiary of the Company is in material violation of any provision of its articles of incorporation or regulations (or equivalent organizational documents).
(b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b3.1(b)(i) of the Parent Company Disclosure Letter Schedule sets forth a true and complete list list, as of the date hereof, of each Significant Subsidiary of Parent the Company and its jurisdiction of organizationorganization or formation and the jurisdictions in which they are qualified to do business. Each Section 3.1(b)(ii) of the Company Disclosure Schedule sets forth each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock or other equity securities (including partnership interestsinterests of each Subsidiary of the Company have been validly issued and are fully paid and nonassessable. Except as set forth in Section 3.1(b)(ii) of the Company Disclosure Schedule, limited liability company interests all of the outstanding shares of capital stock or other equity interests) interests of each Subsidiary of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectlythe Company are owned by the Company, by Parent one or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.more
Appears in 2 contracts
Samples: Merger Agreement (DPL Inc), Merger Agreement (DPL Inc)
Qualification, Organization, Subsidiaries, etc. (a) The Company is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as presently conducted and to perform its material obligations under all Company Material Contracts to which it is a party or under which it is bound. The Company is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(b) Each of Parent, Merger Sub 1 and Merger Sub 2 the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the its respective jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and assets, to carry on its business as presently conducted. Each of Parentconducted and to perform its material obligations under all Company Material Contracts to which it is a party or under which it is bound, Merger Sub 1 and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2.
(b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards.
(c) Each drilling unit owned The Company has publicly filed with the SEC or leased by made available to Parent or any prior to the date of its Significant Subsidiariesthis Agreement a true and complete copy of the Company’s certificate of incorporation and by-laws, which is subject to classificationeach as amended through the date hereof (collectively, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction“Company Organizational Documents”).
Appears in 2 contracts
Samples: Merger Agreement (NRG Energy, Inc.), Merger Agreement (GenOn Energy, Inc.)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2.
(b) Each of Parent’s Significant its Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority authority, would not have or reasonably be expected to haveto, individually or in the aggregate, have a Parent Company Material Adverse EffectEffect or prevent or materially impair or delay the ability of the Company to consummate the Merger. Parent The Company has made available to the Company true Parent true, complete and complete correct copies of the charter certificate of incorporation and bylaws of the Company in effect as of the date of this Agreement.
(or similar organizational documentsb) of each Significant Subsidiary of Parent. Section 5.1(b3.1(b) of the Parent Company Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent the Company, each such Subsidiary’s jurisdiction of incorporation and its jurisdiction of organization. Each of the authorized, issued and outstanding shares of capital stock stock, if any, that are not owned by the Company or other its Subsidiaries. All of the outstanding equity securities (including partnership interests, limited liability company interests or other equity interests) of each Subsidiary of Parent’s Significant Subsidiaries is the Company are duly authorized, validly issued, fully paid and nonassessable nonassessable, and ownedare owned by the Company or its Subsidiaries, free and clear of all Liens (other than Liens pursuant to the Existing Credit Facilities). Other than as set forth in Section 3.1(b) of the Company Disclosure Letter, the Company or its Subsidiaries do not, directly or indirectly, by Parent (i) own, of record or by a direct beneficially, or indirect wholly owned Significant (ii) have the right to acquire, in each case, any stock, partnership interest or joint venture interest or other equity ownership interest in any other Person. No Subsidiary of Parentthe Company owns any equity interests of the Company or securities convertible into or exchangeable for such equity interests. The Company has made available to Parent true, free complete and clear correct copies of any Liens. No direct the certificate of incorporation and bylaws or indirect Significant other equivalent organizational documents of each Subsidiary of Parent owns any Parent Shares or Parent Equity Awardsthe Company in effect as of the date of this Agreement.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 2 contracts
Samples: Merger Agreement (Metals Usa Holdings Corp.), Merger Agreement (Reliance Steel & Aluminum Co)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 Parent and Merger Sub 2 is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as presently conducted and to perform its material obligations under all Parent Material Contracts to which it is a party or under which it is bound. Parent is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) Each of Parent’s Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the its respective jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and assets, to carry on its business as presently conducted. Each of Parentconducted and to perform its material obligations under all Parent Material Contracts to which it is a party or under which it is bound, Merger Sub 1 and Merger Sub 2 is qualified to do business business, and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 .
(c) Parent has publicly filed with the SEC or made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2.
(b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available prior to the Company true and complete copies date of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth this Agreement a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each copy of Parent’s Significant Subsidiaries is duly authorizedcertificate of incorporation and by-laws, validly issuedeach as amended through the date hereof (collectively, fully paid and nonassessable and owned, directly or indirectly, by the “Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity AwardsOrganizational Documents”).
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 2 contracts
Samples: Merger Agreement (NRG Energy, Inc.), Merger Agreement (GenOn Energy, Inc.)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is a legal entity corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. The Company is duly qualified to do business as a foreign corporation and, where such concept is recognized, is in good standing in each jurisdiction in which the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or, where such concept is recognized, in good standing, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has filed with the SEC, prior to the date hereof, a complete and accurate copy of the Company Governing Documents, as amended to the date hereof. The Company Governing Documents are in full force and effect and the Company is not in violation of the Company Governing Documents.
(b) Each Company Subsidiary is a legal entity duly organized, validly existing and, where such concept is recognized, in good standing under the Laws of its respective jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be, where such concept is recognized, in good standing, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 the Company Subsidiaries is qualified to do business and and, where such concept is recognized, is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organizedqualified or, validly existingwhere such concept is recognized, qualified or in good standing, or to have such power or authority, would has not have, had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 The Company has made available to the Company true Parent complete and complete accurate copies of the charter certificates of incorporation and bylaws bylaws, or other equivalent organizational or governing documents documents, of Parenteach Company Subsidiary that constitutes a “significant subsidiary” of the Company within the meaning of Item 601(b)(21)(ii) of Regulation S-K as of February 20, Merger Sub 1 2018 (collectively, the “Company Subsidiary Governing Documents”). The Company Subsidiary Governing Documents are in full force and Merger Sub 2effect and none of the Company Subsidiaries is in violation of their respective Company Subsidiary Governing Documents.
(bc) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing All the issued and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock of, or other equity securities (including partnership interestsinterests in, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, Company Subsidiary have been validly issued, issued and are fully paid and nonassessable and are wholly-owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, the Company free and clear of any all Liens, other than Permitted Liens. No direct or indirect Significant Section 3.1(c) of the Company Disclosure Letter sets forth an accurate and complete list of each Company Subsidiary of Parent owns any Parent Shares or Parent Equity Awards.
(c) Each drilling unit owned or leased by Parent and each Person in which the Company or any Company Subsidiary owns an equity or other economic interest, together with (i) the jurisdiction of its Significant Subsidiariesincorporation or organization, which is subject to classificationas the case may be, is of each Company Subsidiary or such other Person, (ii) the type and percentage of interest held, directly or indirectly, by the Company in class (each Company Subsidiary or in laid up statuseach such other Person, (iii) the names and free the type of suspension and percentage of interest held by any Person other than the Company or cancellation to class, a Company Subsidiary in each Company Subsidiary or in each such other Person and is registered under (iv) the flag classification for U.S. federal income Tax purposes of its flag jurisdictioneach Company Subsidiary.
Appears in 2 contracts
Samples: Merger Agreement (Newfield Exploration Co /De/), Merger Agreement (Encana Corp)
Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the its respective jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would not have, individually or in the aggregate, a Company Material Adverse Effect. Each of Parentthe Company and its Subsidiaries is duly qualified or licensed, Merger Sub 1 and Merger Sub 2 is qualified has all necessary governmental approvals, to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where in which the ownershipproperty owned, leasing leased or operation operated by it or the nature of its assets the business conducted by it makes such approvals, qualification or properties or conduct of its business requires such qualificationlicensing necessary, except where the failure to be so organized, validly existingduly approved, qualified or licensed and in good standing, or to have such power or authority, standing would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 .
(b) The Company has made available prior to the date of this Agreement a true and complete copy of the Company’s certificate of incorporation and bylaws (collectively, the “Company Organizational Documents”), and the certificate of incorporation, bylaws, limited partnership agreement, limited liability company agreement or comparable constituent or organizational documents for each material Subsidiary of the Company, in each case, as amended through the date hereof. The Company has made available prior to the date of this Agreement true and complete copies of the charter minute books of the Company and bylaws each material Subsidiary of the Company, which copies contain true and complete records of all meetings and other corporate actions held or other taken since December 31, 2009 of their respective stockholders and boards of directors or similar governing documents bodies (including committees of Parenttheir respective stockholders and boards of directors or similar governing bodies); provided, Merger Sub 1 and Merger Sub 2.
(b) Each of Parent’s Significant Subsidiaries however, that (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization Company has redacted such materials to the extent necessary to omit information concerning this Agreement or the transactions contemplated hereby and (ii) has all requisite corporate minutes of meetings that pertain solely to discussion of this Agreement or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to transactions contemplated hereby have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awardsbeen provided.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 2 contracts
Samples: Merger Agreement (Freeport McMoran Copper & Gold Inc), Merger Agreement (Plains Exploration & Production Co)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2.
(b) Each of Parent’s Significant Company Subsidiaries (i) is a legal entity corporation duly organized, validly existing and and, where such concept is recognized, in good standing under the Laws of its respective jurisdiction of organization and organization, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and (iii) is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except in such jurisdictions where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority has not had and would not have or reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect. Parent The Company has made available to the Company true Parent accurate and complete copies of the charter Company Governing Documents and bylaws (or similar the equivalent organizational documents) documents of each Significant Company Subsidiary in effect on the date hereof (including any amendments thereto). The Company Governing Documents and such equivalent organizational documents of Parent. each Company Subsidiary (including any amendments thereto) so delivered are in full force and effect.
(b) Section 5.1(b4.1(b) of the Parent Company Disclosure Letter sets forth a true contains an accurate and complete list of the Company Subsidiaries as of the date of this Agreement indicating for each Significant Company Subsidiary of Parent and its jurisdiction of organization. Each of All the issued and outstanding shares of capital stock of, or other equity securities (including partnership interestsinterests in, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, Company Subsidiary have been validly issued, issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, the Company free and clear of any all Liens, other than restrictions on transfer under applicable securities Laws. No direct Except for the capital stock or indirect Significant Subsidiary of Parent owns any Parent Shares other voting securities of, or Parent Equity Awards.
(c) Each drilling unit owned or leased by Parent or any of its Significant ownership in, the Company Subsidiaries, which is subject to classificationthe Company does not own, is in class (directly or in laid up status) and free of suspension indirectly, any capital stock or cancellation to classother voting securities of, and is registered under the flag of its flag jurisdictionor ownership in, any Person.
Appears in 2 contracts
Samples: Merger Agreement (Kindred Biosciences, Inc.), Merger Agreement (Elanco Animal Health Inc)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 the Company and Merger Sub 2 its Subsidiaries is a legal entity duly organized, validly existing and in good standing under and, with respect to jurisdictions that recognize the Laws concept of the jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2.
(b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or or, where relevant, in good standing, or to have such power or authority authority, would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has filed with the SEC or otherwise made available to Parent, prior to the date of this Agreement, a complete and accurate copy of the Company true Articles and complete copies the Company Bylaws as amended to the date hereof and the comparable organizational documents of each of the charter Company Subsidiaries as amended to the date hereof. The Company Articles and bylaws the Company Bylaws (and the comparable organizational documents of the Company Subsidiaries) are in full force and effect and the Company is not in violation of either the Company Articles or the Company Bylaws (or similar the comparable organizational documentsdocuments of any of the Company Subsidiaries).
(b) All the issued and outstanding shares of capital stock of, or other equity interests in, each Significant Company Subsidiary have been validly issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by the Company free and clear of Parentall Liens, other than Company Permitted Liens. Section 5.1(b3.1(b) of the Parent Company Disclosure Letter Schedule sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each all Company Subsidiaries as of the outstanding shares date of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity intereststhis Agreement. Except as set forth in Section 3.1(b) of each of Parent’s Significant the Company Disclosure Schedule, the Company and the Company Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owneddo not own, directly or indirectly, by Parent any equity interests or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear voting securities of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity AwardsPerson.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 2 contracts
Samples: Merger Agreement (Vascular Solutions Inc), Merger Agreement (Teleflex Inc)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 the Company and Merger Sub 2 the Company Subsidiaries (i) is a legal entity duly organized, validly existing and in the jurisdiction of its organization, (ii) where such concept is recognized, is in good standing under the Laws of the its respective jurisdiction of its organization and organization, (iii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 (iv) is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except except, in the cases of clauses (ii), (iv) and, with respect to the Company Subsidiaries only, clauses (i) and (iii), where the failure to be so organized, validly existing, qualified or or, where relevant, in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2.
(b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent has made available , and except, with respect to the Company true only, in the case of clause (iii), where the failure to have such power or authority would not be material to the Company. The Company has filed with the SEC, prior to the date of this Agreement, a complete and complete copies accurate copy of the charter and bylaws Company Governing Documents as amended to the date hereof.
(or similar organizational documentsb) of each Significant Subsidiary of Parent. Section 5.1(b4.1(b) of the Parent Company Disclosure Letter sets forth contains a true true, accurate and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each the Company Subsidiaries as of the date of this Agreement. All the issued and outstanding shares of capital stock of, or other equity securities (including partnership interestsinterests in, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, Company Subsidiary have been validly issued, issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parentthe Company, free and clear of any all Liens (other than Permitted Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards).
(c) Each drilling unit owned or leased by Parent or any of its Significant Other than the Company Subsidiaries, which is subject to classificationneither the Company nor any Company Subsidiary directly or indirectly owns more than an immaterial amount of equity or similar interest in, is in class (or in laid up status) and free more than an immaterial amount of suspension interest convertible into or cancellation to classexchangeable or exercisable for any equity or similar interest in, and is registered under the flag of its flag jurisdictionany Person.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (On Semiconductor Corp), Agreement and Plan of Merger (Fairchild Semiconductor International Inc)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 the Company and Merger Sub 2 each Company Subsidiary is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate or similar power and authority (with respect to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires jurisdictions that recognize such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2.
(bconcept) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except (other relevant than with respect to the Company’s due organization and valid existence) where the failure to be so organized, validly existing, qualified or in good standing (with respect to jurisdictions that recognize such concept), or to have such power or authority, has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has filed with the SEC, prior to the date of this Agreement, a complete and accurate copy of the Company Articles. The Company Articles are in full force and effect and the Company is not in violation of the Company Articles, except for such violations as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, each Company Joint Venture is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standingstanding (with respect to jurisdictions that recognize such concept), or to have such power or authority authority, has not had and would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent has made available to the Company true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 2 contracts
Samples: Merger Agreement (TYCO INTERNATIONAL PLC), Merger Agreement (Johnson Controls Inc)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 Parent is a legal entity corporation duly organizedincorporated, validly existing and in good standing under the Laws of the jurisdiction State of its organization Maryland and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 Parent is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organizedqualified or, validly existingwhere relevant, qualified or in good standing, or to have such power or authority, would has not have, had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2.
(b) Each of Parent’s Significant Parent Subsidiaries (i) is a legal entity duly organized, validly existing and and, where relevant, in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or or, where relevant, in good standing, or to have such power or authority authority, has not had and would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available filed with the SEC, prior to the Company true date of this Agreement, complete and complete accurate copies of the charter certificate of incorporation and bylaws of Parent as amended to the date hereof (or similar organizational documents) of each Significant Subsidiary of Parentthe “Parent Governing Documents”). Section 5.1(b) The Parent Governing Documents are in full force and effect and Parent is not in violation of the Parent Disclosure Letter sets forth a true Governing Documents.
(b) All the issued and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock of, or other equity securities (including partnership interestsinterests in, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, Parent Subsidiary have been validly issued, issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any all Liens. No direct or indirect Significant Subsidiary of , other than Parent owns any Parent Shares or Parent Equity AwardsPermitted Liens.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 2 contracts
Samples: Merger Agreement (Annaly Capital Management Inc), Merger Agreement (Hatteras Financial Corp)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction State of its organization Delaware and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organizedqualified or, validly existingwhere relevant, qualified or in good standing, or to have such power or authority, would (1) has not have, had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each Effect and (2) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Parentthe Company to consummate the Transactions, Merger Sub 1 and Merger Sub 2 has made available including the Merger, prior to the Outside Date. The Company true has filed with the SEC, prior to the date hereof, a complete and complete copies accurate copy of the charter Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and bylaws or other governing documents effect and the Company is not in violation of Parent, Merger Sub 1 and Merger Sub 2the Company Governing Documents.
(b) Each of Parent’s Significant Subsidiaries (i) Company Subsidiary is a legal entity duly organized, validly existing and and, where such concept is recognized, in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted, except where the failure to be, where relevant, in good standing, (1) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (2) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company to consummate the Transactions, including the Merger, prior to the Outside Date. Each of the Company Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organizedqualified or, validly existingwhere relevant, qualified or in good standing, or to have such power or authority (x) has not had and would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse EffectEffect and (y) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company to consummate the Transactions, including the Merger, prior to the Outside Date. Parent The Company has made available to Parent prior to the Company true date hereof complete and complete accurate copies of the charter certificates of incorporation and bylaws (bylaws, or similar equivalent organizational or governing documents) , of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of Company’s “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act), each Significant Subsidiary of Parent and its jurisdiction of organization. Each in effect as of the date hereof.
(c) All the issued and outstanding shares of capital stock of, or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Permitted Liens. There are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments or any other Contract to which any Company Subsidiary is a party or is otherwise bound obligating it to (i) issue, transfer or sell, or make any payment with respect to, any shares of capital stock or other equity interests of such Company Subsidiary or securities (including partnership convertible into, exchangeable for or exercisable for, or that correspond to, such shares or equity interests, limited liability company interests (ii) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment with respect to any shares of capital stock or other equity interests of any Company Subsidiaries or securities convertible into, exchangeable for or exercisable for, or that correspond to, such shares or equity interests, or (iii) redeem or otherwise acquire any shares of capital stock or other equity interests of any Company Subsidiary except, in each case, to another Company Subsidiary. There are no outstanding obligations of any Company Subsidiary (1) restricting the transfer of, (2) affecting the voting rights of, (3) requiring the repurchase, redemption or disposition of, or containing any right of first refusal, right of first offer or similar right with respect to, (4) requiring the registration for sale of or (5) granting any preemptive or anti-dilutive rights with respect to, any shares of capital stock or other equity interests of any Company Subsidiary. Section 4.1(c) of the Company Disclosure Letter sets forth an accurate and complete list of each Company Subsidiary and each Person in which the Company or any Company Subsidiary owns an equity or other economic interest, together with (i) the jurisdiction of Parent’s Significant Subsidiaries is duly authorizedincorporation or organization, validly issuedas the case may be, fully paid of each Company Subsidiary or such other Person, and nonassessable (ii) the type and ownedpercentage of interest held, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant the Company in each Company Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdictioneach such other Person.
Appears in 2 contracts
Samples: Merger Agreement, Agreement and Plan of Merger (Ca, Inc.)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is a legal entity duly organized, validly existing and in good standing under the Laws of the its jurisdiction of organization. Except as would not be material to the Company and the Company Subsidiaries, taken as a whole, each Company Subsidiary is a legal entity duly organized and validly existing under the Laws of its organization respective jurisdiction of organization. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 the Company and Merger Sub 2 the Company Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organizedqualified or, validly existingwhere relevant, qualified or in good standing, or to have such power or authority, would (1) has not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2.
(b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization Effect and (ii2) has all requisite corporate or similar power not had and authority to ownwould not, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on the ability of the Company to consummate the Transactions, including the Merger, prior to the Outside Date. Parent The Company has filed with the SEC, prior to the date hereof, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect and the Company is not in violation of the Company Governing Documents. The Company has made available to Parent prior to the Company true date hereof complete and complete accurate copies of the charter certificates of incorporation and bylaws (bylaws, or similar equivalent organizational or governing documents) , of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true Company’s Subsidiaries, each as currently in effect.
(b) All the issued and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock of, or other equity securities (including partnership interestsinterests in, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, Company Subsidiary have been validly issued, issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, the Company free and clear of all Liens, other than Permitted Liens or Liens arising under any Liensapplicable securities Laws. No direct Section 3.1(b) of the Company Disclosure Letter sets forth an accurate and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or indirect Significant organization, as the case may be, of each Company Subsidiary, (ii) the type and percentage of interests held, directly or indirectly, by the Company in each Company Subsidiary, (iii) the names and the type of and percentage of interest held by any Person other than the Company or a Company Subsidiary in each Company Subsidiary or in each such other Person and (iv) the classification for U.S. federal income Tax purposes of Parent each Company Subsidiary. Other than the Company Subsidiaries, neither the Company nor any Company Subsidiary owns any Parent Shares equity or Parent Equity Awardsother economic interest in any other Person.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Zoom Video Communications, Inc.)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 the Company and Merger Sub 2 the Company Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate or similar power and authority to ownand, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parentwhere relevant, Merger Sub 1 and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2.
(b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or or, where relevant, in good standing, or to have such power or authority authority, has not had and would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has filed with the SEC, prior to the date of this Agreement, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect and the Company is not in violation of either of the Company Governing Documents. The Company has made available to Parent complete and accurate copies the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act) (each, a “Significant Company Subsidiary”), each as currently in effect.
(b) All the issued and outstanding shares of capital stock of, or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by the Company true free and complete copies clear of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parentall Liens, other than Permitted Liens. Section 5.1(b4.1(b) of the Parent Company Disclosure Letter sets forth a true and complete list of correct structure chart showing each Significant Subsidiary of Parent the Company (including its direct and its indirect owners and jurisdiction of organization. Each of organization or formation) and each Person in which the outstanding shares of capital stock Company or any Company Subsidiary owns an equity or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awardseconomic interest.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Expedia, Inc.), Agreement and Plan of Reorganization (Homeaway Inc)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2.
(b) Each of Parent’s Significant its Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and assets, to carry on its business as presently conducted conducted, except where the failure of any Subsidiary to be so organized, existing or in good standing or to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a material impact on the Company. Each of the Company and its Subsidiaries is qualified or licensed to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualificationqualification or license, except where the failure to be so organizedqualified, validly existing, qualified licensed or in good standing, or to have such power or authority standing would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent material impact on the Company.
(b) The Company has made available to Parent prior to the date of this Agreement a true and complete copy of the Organizational Documents of the Company true as amended and in effect through the date hereof.
(c) Section 4.1(c) of the Company Disclosure Schedule lists each Significant Subsidiary of the Company and its jurisdiction of organization and specifies each of the Subsidiaries of the Company and Company Joint Ventures that is (i) a “public utility” within the meaning of Section 201(e) of the Federal Power Act (the “FPA”) or (ii) a “qualifying facility” within the meaning of the Public Utility Regulatory Policies Act of 1978 (“PURPA”), or that owns such a qualifying facility. The Company has made available to Parent true, correct and complete copies of the charter and bylaws (or similar organizational documents) Organizational Documents of each Significant Subsidiary of Parent. Section 5.1(bthe Company, as amended and in effect on the date hereof.
(d) The Company is, directly or indirectly, the owner of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each all of the outstanding shares of capital stock or other equity securities interests of each Subsidiary of the Company, free and clear of any Liens and free of any other limitation or restriction (including partnership interestsany limitation or restriction on the right to vote, limited liability company interests sell, transfer or otherwise dispose of such capital stock or other equity interests) ). All of each of Parent’s Significant Subsidiaries is such capital stock or other equity interests so owned by the Company have been duly authorized, validly issued, fully paid and nonassessable (and ownedno such shares have been issued in violation of any preemptive or similar rights). Except for the shares of capital stock or other equity interests of each Subsidiary of the Company and each Company Joint Venture, the Company does not own, directly or indirectly, by Parent any shares of capital stock or by a direct other equity or indirect wholly owned Significant Subsidiary of Parent, free and clear of ownership interests in any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity AwardsPerson.
(ce) Each drilling unit owned Section 4.1(e) of the Company Disclosure Schedule sets forth as of the date of this Agreement the name of the project associated with each material Company Joint Venture. The Company has made available to Parent true, correct and complete copies of all Organizational Documents of such Company Joint Ventures. Notwithstanding anything to the contrary set forth in this Article IV, each representation or leased warranty made by Parent the Company in this Article IV relating to a Company Joint Venture or to CENG that is neither operated nor managed by the Company or any of its Significant SubsidiariesSubsidiaries shall be deemed made only to the Knowledge of the Company.
(f) Except for interests in the Subsidiaries of the Company and the Company Joint Ventures, the Company does not directly or indirectly own any Equity Interests or investments in any Person in which is subject to classification, is in class (the invested capital associated with the Company’s or in laid up status) and free of suspension its Subsidiary’s or cancellation to class, and is registered under the flag of its flag jurisdictionCompany Joint Venture’s interest individually exceeds $50 million.
Appears in 2 contracts
Samples: Merger Agreement (Exelon Corp), Merger Agreement (Constellation Energy Group Inc)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parentthe Company, Merger Sub 1 its Subsidiaries and Merger Sub 2 the Significant JV Entities is a legal entity duly organizedorganized or formed, validly existing and in good standing under the Laws of the its jurisdiction of its organization or formation and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be so qualified, in good standing or have such power or authority would not have, individually or in the aggregate, a Company Material Adverse Effect. Each of Parentthe Company, Merger Sub 1 its Subsidiaries and Merger Sub 2 the Significant JV Entities is duly licensed or qualified to do business business, and is in good standing as a foreign corporation or other relevant legal entity entity, in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, standing would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 .
(b) The Company has made available to Parent prior to the Company date of this Agreement true and complete copies of the charter Company Charter and bylaws or other governing documents of ParentFifth Amended and Restated Bylaws (the “Company Organizational Documents”), Merger Sub 1 and Merger Sub 2.
(b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where case, as amended through the ownershipdate of this Agreement, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company and true and complete copies of the charter and bylaws (or similar organizational documents) certificate of each Significant Subsidiary incorporation, certificate of Parent. Section 5.1(b) limited partnership, certificate of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including formation, bylaws, limited partnership interestsagreement, limited liability company interests agreement or other equity interestscomparable constituent or organizational documents of each significant Subsidiary (as defined under Regulation S-X of the SEC) of the Company and each Significant JV Entity, in each case as amended through the date of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid this Agreement. All such Company Organizational Documents and nonassessable and owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant organizational documents of each significant Subsidiary of Parentthe Company and, free to the knowledge of the Company, each Significant JV Entity, are in full force and clear effect and the Company and its Subsidiaries and, to the knowledge of the Company, the Significant JV Entities are not in violation of any Liens. No direct or indirect Significant Subsidiary of Parent owns their provisions in any Parent Shares or Parent Equity Awardsmaterial respect.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 2 contracts
Samples: Merger Agreement (Equitrans Midstream Corp), Merger Agreement (EQT Corp)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Parent is a corporation duly incorporated and validly subsisting under the Canada Business Corporations Act (the “CBCA”). Merger Sub 1 and Merger Sub 2 is a legal entity corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of Parent and Merger Sub has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each Parent Subsidiary other than Merger Sub is a legal entity duly organized, validly existing and, where such concept is recognized, in good standing under the Laws of its respective jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be, where such concept is recognized, in good standing, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 the other Parent Subsidiaries is qualified to do business and and, where such concept is recognized, is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organizedqualified or, validly existingwhere such concept is recognized, qualified or in good standing, or to have such power or authority, would has not have, had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2.
(b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has filed with the SEC, prior to the date hereof, a complete and accurate copy of the restated certificate of incorporation and restated articles of incorporation, the certificate of amendment and articles of amendment and By-Law No. 1 of Parent (the “Parent Governing Documents”). The Parent Governing Documents are in full force and effect and Parent is not in violation of the Parent Governing Documents. Parent has made available to the Company true complete and complete accurate copies of the charter certificates of incorporation and bylaws (bylaws, or similar equivalent organizational or governing documents, of Merger Sub and each Parent Subsidiary that constitutes a “significant subsidiary” of Parent within the meaning of Item 601(b)(21)(ii) of Regulation S-K as of December 31, 2017 including Merger Sub (collectively, the “Parent Subsidiary Governing Documents”). The Parent Subsidiary Governing Documents are in full force and effect and none of the Parent Subsidiaries is in violation of their respective Parent Subsidiary Governing Documents.
(b) All the issued and outstanding shares of capital stock of, or other equity interests in, each Significant Parent Subsidiary have been validly issued and are fully paid and nonassessable and are wholly-owned, directly or indirectly, by Parent free and clear of Parentall Liens, other than Permitted Liens. Section 5.1(b4.1(b) of the Parent Disclosure Letter sets forth a true an accurate and complete list of each Significant Parent Subsidiary of and each Person in which Parent and its or any Parent Subsidiary owns an equity or other economic interest, together with (i) the jurisdiction of incorporation or organization. Each of , as the outstanding shares of capital stock or other equity securities (including partnership interestscase may be, limited liability company interests or other equity interests) of each Parent Subsidiary or such other Person and (ii) the type and percentage of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and ownedinterest held, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant in each Parent Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdictioneach such other Person.
Appears in 2 contracts
Samples: Merger Agreement (Newfield Exploration Co /De/), Merger Agreement (Encana Corp)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 Parent and Merger Sub 2 is (i) a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization Delaware and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 conducted and Merger Sub 2 is (ii) qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or the conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 Parent has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 Parent and Merger Sub 2Sub.
(b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent’s Subsidiaries. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its each Subsidiary’s jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant the Subsidiaries (except for the Parent Joint Ventures) is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares Shares, Parent Options or Parent Equity AwardsRestricted Shares.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 1 contract
Samples: Merger Agreement (Era Group Inc.)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 the Company and Merger Sub 2 its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the its respective jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 conducted and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each of ParentAs used in this Agreement, Merger Sub 1 and Merger Sub 2 has made available a “Company Material Adverse Effect” means an event or effect that is materially adverse to the Company true and complete copies business, financial condition or results of operations of the charter Company and bylaws its Subsidiaries, taken as a whole, but shall not include events or other governing documents of Parent, Merger Sub 1 and Merger Sub 2.
(b) Each of Parent’s Significant Subsidiaries effects relating to or resulting from (i) is changes in general economic or political conditions or the securities, credit or financial markets in general, except to the extent such change has a legal entity duly organizeddisproportionate effect on the Company and its Subsidiaries, validly existing taken as a whole, when compared to other companies operating in the same industries and markets in good standing under which the Laws of Company and its respective jurisdiction of organization and Subsidiaries operate, (ii) any decline in the market price or trading volume of the Company’s securities (it being understood that the underlying cause of such decline may be taken into account in determining whether a Company Material Adverse Effect has all requisite corporate occurred to the extent it is not excluded by another clause of this definition), (iii) general changes or similar power developments in the industries or markets in which the Company and authority its Subsidiaries operate, including general changes in Law or regulation across such industries and markets, except to ownthe extent such change has a disproportionate effect on the Company and its Subsidiaries, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing taken as a foreign corporation whole, when compared to other companies operating in the same industries and markets in which the Company and its Subsidiaries operate, (iv) the execution and delivery of this Agreement or the public announcement or pendency of the Offer or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually transactions contemplated hereby or in the aggregateother Transaction Documents, a Parent Material Adverse Effect. Parent has made available to including the impact thereof on the relationships, contractual or otherwise, of the Company true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries with employees, customers, suppliers or partners, (v) the identity of Offeror or any of Offeror Members as the parties involved in the Offer, (vi) compliance with the terms of, or the taking of any action required by, this Agreement, including the actions permitted by the last sentence of Section 5.01 or required by Section 5.17(h)(ii) of the SPA, (vii) any acts of terrorism or war, except to the extent such act has a disproportionate effect on the Company and its Subsidiaries, taken as a whole, when compared to other companies operating in the same industries and markets in which the Company and its Subsidiaries operate, (viii) any hurricane, tornado, flood, earthquake, natural disasters, acts of God or other comparable events, except to the extent such event has a disproportionate effect on the Company and its Subsidiaries, taken as a whole, when compared to other companies operating in the same industries and markets in which the Company and its Subsidiaries operate, (ix) changes in applicable law, regulation or generally accepted accounting principles or the interpretation thereof after the date hereof, (x) any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period (it being understood that the underlying cause of such failure may be taken into account in determining whether a Company Material Adverse Effect has occurred to the extent it is subject to classificationnot excluded by another clause of this definition), is or (xi) any matter disclosed in class (or in laid up status) and free Section 3.15 of suspension or cancellation to class, and is registered under the flag of its flag jurisdictionCompany Disclosure Letter.
Appears in 1 contract
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 the Company and Merger Sub 2 its Subsidiaries is a legal entity duly organized, validly existing and and, with respect to jurisdictions that recognize the concept of good standing, in good standing under the Laws of the its respective jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be qualified or in good standing or to have such power or authority would not reasonably be expected to have a Company Material Adverse Effect. Each of Parent, Merger Sub 1 the Company and Merger Sub 2 its Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and as would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 The Company has filed with the SEC or otherwise made available to Parent, prior to the date of this Agreement, a complete and accurate copy of the Company true Certificate and complete copies the Company Bylaws as amended to the date hereof and the comparable organizational documents of each of the charter Company Subsidiaries as amended to the date hereof. The Company Certificate and bylaws or other governing the Company Bylaws (and the comparable organizational documents of Parent, Merger Sub 1 the Company Subsidiaries) are in full force and Merger Sub 2effect. The Company is currently in compliance in all material respects with the Company Certificate and the Company Bylaws.
(b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b2.1(b) of the Parent Company Disclosure Letter Schedule sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each all Company Subsidiaries as of the date of this Agreement. All the issued and outstanding shares of capital stock of, or other equity securities (including partnership interestsinterests in, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and Company Subsidiary are wholly owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, the Company free and clear of any all Liens, other than Company Permitted Liens. No direct With respect to each Company Subsidiary that is partly owned by any third party, all of the issued and outstanding shares of capital stock of, or indirect Significant other equity interests in, such Company Subsidiary have been validly issued and are fully paid and nonassessable. The Company and the Company Subsidiaries do not own, directly or indirectly, any equity interests or voting securities of Parent owns any Parent Shares or Parent Equity AwardsPerson (other than a Company Subsidiary).
(c) Each drilling unit owned Section 2.1(c) to the Company Disclosure Schedule sets forth the name of each Person (other than the Company or leased by Parent a Company Subsidiary) that owns, directly or indirectly, any shares of capital stock or any of its Significant Subsidiaries, which is subject to classification, is other interests in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdictionany Company Subsidiary.
Appears in 1 contract
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 Parent and Merger Sub 2 is (i) a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization incorporation or formation and has all requisite corporate corporate, limited liability company or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 conducted and Merger Sub 2 is (ii) qualified to do business and is in good standing as a foreign corporation corporation, limited liability company or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 Parent and Merger Sub 2 has made available to the Company true and complete copies of the memorandum of association and bye-laws of Parent as in effect prior to the Effective Time, and the charter and bylaws bye-laws (or other governing documents equivalent organizational documents) of Parent, Merger Sub 1 and Merger Sub 2Sub.
(b) Each of Parent’s Significant Subsidiaries and each Joint Venture (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization incorporation or formation and (ii) has all requisite corporate corporate, limited liability company or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies of the charter and bylaws bye-laws (or similar equivalent organizational documents) of each Significant Subsidiary of Parent’s Subsidiaries and each Joint Venture. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary and each Joint Venture of Parent and its each Subsidiary’s and each Joint Venture’s jurisdiction of organizationincorporation or formation. Each of the outstanding shares, shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant the Subsidiaries and Joint Ventures is duly authorized, validly issued, fully paid (to the extent required by applicable Laws and nonassessable the organizational documents of such Subsidiary) and non-assessable (except in the case of the Merger Sub as provided in Sections 20, 31, 40 and 49 of the Act or analogous provisions of the jurisdiction of incorporation or formation of such Subsidiary) and owned, directly or indirectly, by Parent or by a direct or indirect indirect, wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary Liens (except for Permitted Liens and other than, in the case of the Joint Ventures, as set forth on Section 5.1(a) of the Parent owns any Parent Shares or Parent Equity AwardsDisclosure Letter).
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 1 contract
Samples: Merger Agreement (Seadrill LTD)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 Company is (i) a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization incorporation and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 conducted and Merger Sub 2 is (ii) qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 Company has made available to the Company Parent true and complete copies of the charter certificate of incorporation and bylaws (or other governing documents similar organizational documents) of Parent, Merger Sub 1 and Merger Sub 2Company.
(b) Each of ParentCompany’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite limited liability company, corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign limited liability company, corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent Company has made available to the Company Parent true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of ParentCompany’s Subsidiaries. Section 5.1(b4.1(b) of the Parent Company Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent Company and its each Subsidiary’s jurisdiction of organizationincorporation. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant the Subsidiaries is duly authorized, validly issued, fully paid (to the extent required by applicable Laws and the organizational documents of such Subsidiary) and nonassessable and owned, directly or indirectly, by Parent Company or by a direct or indirect indirect, wholly owned Significant Subsidiary of ParentCompany, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent Company owns any Parent Shares shares of Company Common Stock or Parent Company Equity Awards.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 1 contract
Samples: Merger Agreement (Dril-Quip Inc)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is a legal entity duly organized, validly existing and in good standing under the Laws of the its jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organizedqualified or, validly existingwhere relevant, qualified or in good standing, or to have such power or authority, would (1) has not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each Effect and (2) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Parentthe Company to consummate the Transactions, Merger Sub 1 including the Offer and Merger Sub 2 has made available the Merger, prior to the Outside Date. The Company true has filed with the SEC, prior to the date hereof, a complete and complete copies accurate copy of the charter Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and bylaws or other governing documents effect and the Company is not in violation of Parent, Merger Sub 1 and Merger Sub 2the Company Governing Documents.
(b) Each of Parent’s Significant Subsidiaries (i) Company Subsidiary is a legal entity duly organized, validly existing and and, where such concept is recognized, in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted, except where the failure to be, where relevant, in good standing, (1) has not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (2) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company to consummate the Transactions, including the Offer and the Merger, prior to the Outside Date. Each of the Company Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organizedqualified or, validly existingwhere relevant, qualified or in good standing, or to have such power or authority (1) has not and would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse EffectEffect and (2) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company to consummate the Transactions, including the Offer and the Merger, prior to the Outside Date. Parent The Company has made available to Parent complete and accurate copies the Company true certificates of incorporation and complete copies bylaws, or equivalent organizational or governing documents, of each of the charter Company’s “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act), each as currently in effect.
(c) All the issued and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock of, or other equity securities (including partnership interestsinterests in, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, Company Subsidiary have been validly issued, issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, the Company free and clear of any all Liens, other than Permitted Liens. No direct or indirect Significant Section 4.1(c) of the Company Disclosure Letter sets forth an accurate and complete list of each Company Subsidiary of Parent owns any Parent Shares or Parent Equity Awards.
(c) Each drilling unit owned or leased by Parent and each Person in which the Company or any Company Subsidiary owns an equity or other economic interest, together with (i) the jurisdiction of its Significant Subsidiariesincorporation or organization, which is subject to classificationas the case may be, is of each Company Subsidiary or such other Person, (ii) the type and percentage of interest held, directly or indirectly, by the Company in class (each Company Subsidiary or in laid up statuseach such other Person, (iii) the names and free the type of suspension and percentage of interest held by any Person other than the Company or cancellation to class, a Company Subsidiary in each Company Subsidiary or in each such other Person and is registered under (iv) the flag classification for U.S. federal income Tax purposes of its flag jurisdictioneach Company Subsidiary.
Appears in 1 contract
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is a legal entity duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company (i) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and (ii) is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except for any such failures to have such power and authority or to be so qualified or, where relevant, in good standing, has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has filed with the SEC, prior to the date hereof, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect and the Company is in compliance in all material respects with the Company Governing Documents.
(b) Each Company Subsidiary is a legal entity duly organized, validly existing and, where such concept is recognized, in good standing under the Laws of its respective jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be, where relevant, in good standing, has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 the Company Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organizedqualified or, validly existingwhere relevant, qualified or in good standing, or to have such power or authority, would has not have, had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 The Company has made available to the Company true Parent complete and complete accurate copies of the charter certificates of incorporation and bylaws bylaws, or other equivalent organizational or governing documents documents, of Parent, Merger Sub 1 and Merger Sub 2.
each of the Company’s “significant subsidiaries” (b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and as defined in good standing Regulation S-X promulgated under the Laws Securities Act), each in effect as of the date hereof. Each such certificate of incorporation and bylaws, or equivalent organizational or governing documents, is in full force and effect and none of the Company Subsidiaries is in violation of its respective jurisdiction certificate of organization incorporation and (ii) has all requisite corporate bylaws, or similar power and authority to ownequivalent organizational or governing documents, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualificationcase, except where the failure to be so organized, validly existing, qualified or in good standing, or to for violations that have such power or authority not had and would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent has made available to .
(c) All of the issued and outstanding shares of capital stock of, or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by the Company true free and complete copies clear of the charter and bylaws all Liens, other than Permitted Liens. There are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments or any other Contract to which any Company Subsidiary is a party or is otherwise bound obligating it to (i) issue, transfer or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding sell, or make any payment with respect to, any shares of capital stock or other equity interests of such Company Subsidiary or securities (including partnership convertible into, exchangeable for or exercisable for, or that correspond to, such shares or equity interests, limited liability company interests (ii) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment with respect to any shares of capital stock or other equity interests of any Company Subsidiaries or securities convertible into, exchangeable for or exercisable for, or that correspond to, such shares or equity interests, or (iii) redeem or otherwise acquire any shares of capital stock or other equity interests of any Company Subsidiary except, in each case, to another Company Subsidiary. Other than the Company Debt Instruments, there are no outstanding obligations of the Company or of any Company Subsidiary (A) restricting the transfer of, (B) affecting the voting rights of, (C) requiring the repurchase, redemption or disposition of, or containing any right of first refusal, right of first offer or similar right with respect to, (D) requiring the registration for sale of or (E) granting any preemptive or anti-dilutive rights with respect to, any shares of capital stock or other equity interests of any Company Subsidiary. Section 4.1(c) of the Company Disclosure Letter sets forth an accurate and complete list of each Company Subsidiary and each Person in which the Company or any Company Subsidiary owns an equity or other economic interest, together with (1) the jurisdiction of Parent’s Significant Subsidiaries is duly authorizedincorporation or organization, validly issuedas the case may be, fully paid of each Company Subsidiary or such other Person, (2) the type and nonassessable and ownedpercentage of interest held, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant the Company in each Company Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up statuseach such other Person and (3) the type of and free percentage of suspension interest held by any Person (and the name of such other Person) other than the Company or cancellation to class, a Company Subsidiary in each Company Subsidiary or in each such other Person (and is registered under the flag name of its flag jurisdictionsuch other Person).
Appears in 1 contract
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is a legal entity entity, duly organized, validly existing and in good standing under the Laws of the its jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 conducted and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified to do business as a foreign corporation or other legal entity in good standing, or to have such power or authority, jurisdictions would not have, and would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each Section 4.1 of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Disclosure Letter lists each of the Subsidiaries of the Company true and complete copies as of the charter date hereof and bylaws its place or other governing documents of Parent, Merger Sub 1 and Merger Sub 2organization.
(ba) Each of Parentthe Company’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (iib) each of the Company’s Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except in the case of the foregoing clauses (a) and (b) where the failure to be so organized, validly existing, qualified existing or in good standingqualified, or to have such power or authority authority, would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has made available to the Company Parent true and complete copies of the charter and bylaws (or similar organizational documents) of the Company and each of its Significant Subsidiary Subsidiaries. Neither the Company nor any of Parent. Section 5.1(b) its Significant Subsidiaries is in violation of the Parent Disclosure Letter sets forth a true any provisions of its charter and complete list of each Significant Subsidiary of Parent and its jurisdiction of organizationbylaws (or similar organizational documents). Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) (i) of each of Parent’s the Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and wholly owned, directly or indirectly, by Parent the Company or by a direct or indirect wholly owned Significant Subsidiary of Parentthe Company, free and clear of any Liens. No Liens and (ii) of each of the other Subsidiaries of the Company is wholly owned, directly or indirectly, by the Company or by a direct or indirect Significant wholly owned Subsidiary of Parent owns any Parent Shares or Parent Equity Awardsthe Company.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 1 contract
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is (i) a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization Delaware and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 conducted and Merger Sub 2 is (ii) qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or the conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 The Company has made available to the Company Parent true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2the Company.
(b) Each of Parentthe Company’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has made available to the Company Parent true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parentthe Company’s Subsidiaries. Section 5.1(b4.1(b) of the Parent Company Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent the Company and its Company Unconsolidated Affiliate and each Subsidiary’s and Company Unconsolidated Affiliate’s jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant the wholly owned Subsidiaries (except for the Company Consolidated Entities) is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent the Company or by a direct or indirect wholly owned Significant Subsidiary of Parentthe Company, free and clear of any Liens. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of the non-wholly owned Subsidiaries and Company Joint Ventures owned by the Company or any Subsidiary is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent the Company owns any Parent Shares Company Shares, Company Options or Parent Equity AwardsCompany RSUs.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 1 contract
Samples: Merger Agreement (Era Group Inc.)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is a legal entity duly organized, validly existing and in good standing under the Laws of the its jurisdiction of organization. Except as would not be material to the Company and the Company Subsidiaries, taken as a whole, each Company Subsidiary is a legal entity duly organized and validly existing under the Laws of its organization respective jurisdiction of organization. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 the Company and Merger Sub 2 the Company Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organizedqualified or, validly existingwhere relevant, qualified or in good standing, or to have such power or authority, would (1) has not have, had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2.
(b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization Effect and (ii2) has all requisite corporate or similar power not had and authority to ownwould not, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on the ability of the Company to consummate the Transactions, including the Mergers, prior to the Outside Date. Parent The Company has filed with the SEC, prior to the date hereof, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect and the Company is not in violation of the Company Governing Documents. The Company has made available to Parent prior to the Company true date hereof complete and complete accurate copies of the charter certificates of incorporation and bylaws (bylaws, or similar equivalent organizational or governing documents) , of and each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list Company’s “significant subsidiaries” within the meaning of each Significant Subsidiary Rule 1-02 of Parent and its jurisdiction of organization. Each Regulation S-X of the SEC, each as currently in effect (including, for the avoidance of doubt, Slack Fund L.L.C.).
(b) All the issued and outstanding shares of capital stock of, or other equity securities (including partnership interestsinterests in, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, Company Subsidiary have been validly issued, issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, the Company free and clear of all Liens, other than Permitted Liens or Liens arising under any Liensapplicable securities Law. No direct or indirect Significant Section 3.1(b) of the Company Disclosure Letter sets forth an accurate and complete list of each Company Subsidiary of Parent owns any Parent Shares or Parent Equity Awards.
(c) Each drilling unit owned or leased by Parent and each Person in which the Company or any Company Subsidiary owns an equity or other economic interest, together with (i) the jurisdiction of its Significant Subsidiariesincorporation or organization, which is subject to classificationas the case may be, is of each Company Subsidiary or such other Person, (ii) the type and percentage of interests held, directly or indirectly, by the Company in class (each Company Subsidiary or in laid up statuseach such other Person, (iii) in the case of a Company Subsidiary, the names and free the type of suspension and percentage of interests held by any Person other than the Company or cancellation to class, a Company Subsidiary in such Company Subsidiary and is registered under (iv) the flag classification for U.S. federal income Tax purposes of its flag jurisdictioneach Company Subsidiary.
Appears in 1 contract
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is a legal entity corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction State of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2Delaware.
(ba) Each of Parentthe Company’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (iib) each of the Company and its Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except in the case of the foregoing clauses (a) and (b) where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority authority, has not had, and would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has made available to the Company Parent true and complete copies of the charter and bylaws (or similar organizational documents) of the Company and each Significant Subsidiary of Parentits Subsidiaries. Section 5.1(b) 4.1 of the Parent Company Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent the Company and its each Subsidiary’s jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) (i) of each of Parent’s Significant the Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent the Company or by a direct or indirect wholly owned Significant Subsidiary of Parentthe Company, free and clear of any Liens. No Liens and (ii) of each of the other Subsidiaries of the Company is owned, directly or indirectly, by the Company or by a direct or indirect Significant wholly owned Subsidiary of Parent owns any Parent Shares or Parent Equity Awardsthe Company.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 1 contract
Samples: Merger Agreement (Belk Inc)
Qualification, Organization, Subsidiaries, etc. (a) The Company is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as presently conducted and to perform its material obligations under all Company Material Contracts to which it is a party or under which it is bound. The Company is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(b) Each of Parent, Merger Sub 1 and Merger Sub 2 the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the its respective jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and assets, to carry on its business as presently conducted. Each of Parentconducted and to perform its material obligations under all Company Material Contracts to which it is a party or under which it is bound, Merger Sub 1 and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2.
(b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards.
(c) Each drilling unit owned The Company has publicly filed with the SEC or leased by made available to Parent or any on the Virtual Data Room a true and complete copy of its Significant Subsidiariesthe Company’s certificate of incorporation and by-laws, which is subject to classificationeach as amended through the date hereof (collectively, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction“Company Organizational Documents”).
Appears in 1 contract
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2.
(b) Each of Parent’s Significant its Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (iib) each of the Company and its Significant Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except in the case of the foregoing clauses (a) and (b) where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority authority, would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has made available to the Company Parent true and complete copies of the charter and bylaws (or similar organizational documents) of the Company and each of its Significant Subsidiary of ParentSubsidiaries. Section 5.1(b) 4.1 of the Parent Company Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent the Company and its each Significant Subsidiary’s jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) (i) of each of Parent’s the Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent the Company or by a direct or indirect wholly owned Significant Subsidiary of Parentthe Company, free and clear of any Liens. No Liens and (ii) of each of the other Subsidiaries of the Company is owned, directly or indirectly, by the Company or by a direct or indirect Significant wholly owned Subsidiary of Parent owns any Parent Shares or Parent Equity Awardsthe Company.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 1 contract
Samples: Merger Agreement (Saks Inc)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 Parent Party is (i) a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization incorporation and has all requisite corporate or similar limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 conducted and Merger Sub 2 is (ii) qualified to do business and is in good standing as a foreign corporation or other relevant legal entity limited liability company in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 Parent Party has made available to the Company true and complete copies of the charter certificate of incorporation and bylaws (or other governing documents similar organizational documents) of Parent, Merger Sub 1 and Merger Sub 2the Parent Parties.
(b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite limited liability company, corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign limited liability company, corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent’s Subsidiaries. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its each Subsidiary’s jurisdiction of organizationincorporation. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant the Subsidiaries is duly authorized, validly issued, fully paid (to the extent required by applicable Laws and the organizational documents of such Subsidiary) and nonassessable and owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 1 contract
Samples: Merger Agreement (Dril-Quip Inc)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 the Company and Merger Sub 2 its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the its respective jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and assets, to carry on its business as presently conducted. Each of Parent, Merger Sub 1 conducted and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing leasing, character or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 The Company has made available to Parent prior to the Company date of this Agreement a true and complete copies copy of its articles of incorporation and code of regulations (the “Company Organizational Documents”) and has made available to Parent prior to the date of this Agreement a true and complete copy of the charter articles of incorporation and bylaws code of regulations or other governing equivalent organizational documents of Parenteach of its Subsidiaries, Merger Sub 1 and Merger Sub 2each as amended through the date hereof. Neither the Company nor any Subsidiary of the Company is in material violation of any provision of its articles of incorporation or regulations (or equivalent organizational documents).
(b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b3.1(b)(i) of the Parent Company Disclosure Letter Schedule sets forth a true and complete list list, as of the date hereof, of each Significant Subsidiary of Parent the Company and its jurisdiction of organizationorganization or formation and the jurisdictions in which they are qualified to do business. Each Section 3.1(b)(ii) of the Company Disclosure Schedule sets forth each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock or other equity securities (including partnership interestsinterests of each Subsidiary of the Company have been validly issued and are fully paid and nonassessable. Except as set forth in Section 3.1(b)(ii) of the Company Disclosure Schedule, limited liability company interests all of the outstanding shares of capital stock or other equity interestsinterests of each Subsidiary of the Company are owned by the Company, by one or more Subsidiaries of the Company or by the Company and one or more Subsidiaries of the Company, in each case free and clear of all Liens, except for Company Permitted Liens. Except as set forth in Section 3.1(b)(iii) of each the Company Disclosure Schedule, except for the capital stock and other equity interests of Parent’s Significant its Subsidiaries, neither the Company nor any of its Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and ownedowns, directly or indirectly, any capital stock or other equity interest in any other person (including through participation in any joint venture or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of two percent (2%) or less in publicly traded companies, and there are no Company Joint Ventures. The Company does not own, directly or indirectly, any minority interest in any person that requires an additional filing by the Parent under the HSR Act in connection with the consummation of the Transactions. “Company Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or by other entity which is not a direct or indirect wholly owned Significant Subsidiary of Parentthe Company and in which (i) the Company, free and clear directly or indirectly, owns or controls any shares of any Liens. No direct class of the outstanding voting securities or indirect Significant other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of two percent (2%) or less in publicly traded companies) or (ii) the Company or a Subsidiary of Parent owns any Parent Shares or Parent Equity Awardsthe Company is a general partner.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 1 contract
Samples: Merger Agreement (Aes Corp)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 the Company and Merger Sub 2 its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the its respective jurisdiction of organization. Each of the Company and its organization and Subsidiaries has all requisite corporate corporate, limited liability company or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. .
(b) Each of Parent, Merger Sub 1 the Company and Merger Sub 2 its Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, standing would not have, and have or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 .
(c) The Company has made available (in a data room) to Parent correct and complete copies of its certificate of incorporation and bylaws (the “Company true Charter Documents”) and correct and complete copies of the charter certificate of incorporation and bylaws (or comparable organizational documents) of each of its Subsidiaries (the “Subsidiary Documents”), in each case as amended to the date of this Agreement. All such Company Charter Documents and Subsidiary Documents are in full force and effect and neither the Company nor any of its Subsidiaries is in violation of any of their respective provisions. The Company has made available (in a data room) to Parent and its representatives correct and complete copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of stockholders, the Board and each committee of the Board and each of its Subsidiaries held since January 1, 2008 (other governing documents than portions of Parentany minutes, Merger Sub 1 and Merger Sub 2or drafts thereof, relating to this Agreement, the transactions contemplated hereby or any Alternative Proposal).
(bd) Each of Parent’s Significant Subsidiaries (i) is As used in this Agreement, any reference to any fact, circumstance, event, change, effect or occurrence having a legal entity duly organized“Company Material Adverse Effect” means any fact, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate circumstance, event, change, effect or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to haveoccurrence that, individually or in the aggregateaggregate with all other facts, circumstances, events, changes, effects or occurrences, has or would reasonably be expected to have a material adverse effect on the assets, properties, business, results of operation or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole; provided, however, that in no event shall any of the following facts, circumstances, events, changes, effects, or occurrences, alone or in combination, be deemed to constitute, or be taken into account, in determining whether there has been, or would be, a Parent Company Material Adverse Effect. Parent : (A) any change in general economic, business, financial, credit or market conditions that does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to other participants in the waste collection and disposal industry in the United States; (B) any action taken by the Company to comply with its obligations under this Agreement (other than compliance with Section 5.1(a) of this Agreement); (C) any occurrence generally affecting the waste collection and disposal industry that does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to other participants in the waste collection and disposal industry in the United States; (D) any change in GAAP or applicable Law or the interpretation thereof that does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to other participants in the waste collection and disposal industry in the United States; (E) any act of terrorism, war (whether or not declared), national disaster or any national or international calamity affecting the United States that does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to other participants in the waste collection and disposal industry in the United States; (F) any failure to meet internal or published projections, forecasts or revenue or earnings predictions for any period (provided that the underlying causes of such failures may constitute or be taken into account in determining whether there has made available been, or would be, a Company Material Adverse Effect); (G) any change in the price or trading volume of the Company Common Stock in and of itself (provided that the underlying causes of such change may constitute or be taken into account in determining whether there has been, or would be, a Company Material Adverse Effect); (H) except for purposes of Section 3.4(b) or Section 3.4(c) any effect attributable to the Company true and complete copies announcement, performance or pendency of this Agreement or the transactions contemplated hereby, including, without limitation, any loss of employees or customers resulting from the publication of the charter and bylaws (Agreement or similar organizational documents) the identity of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject Affiliates as the acquirer of the Company; (I) any failure by the Company or its Affiliates to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered obtain clearance under the flag HSR Act in connection with the transactions contemplated by this Agreement; or (J) any action taken by the Company at the written request of Parent or any of its flag jurisdictionAffiliates, or any action mutually agreed to in writing by the parties to this Agreement, in either case that, if taken without the consent of Parent, would have been prohibited by the terms of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Wca Waste Corp)
Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 Company is (i) a legal entity duly organized, validly existing and in good standing under the Laws of the its jurisdiction of its organization formation and has all requisite corporate or similar limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 conducted and Merger Sub 2 is (ii) qualified to do business and is in good standing as a foreign corporation limited liability company or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 Company has made available to the Company Parent true and complete copies of the charter and bylaws or other governing organizational documents of Parent, Merger Sub 1 and Merger Sub 2Company. The Company LLC Agreement is enforceable against the Company Members in accordance with its terms subject to the Enforceability Exceptions.
(b) Each of ParentCompany’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite limited liability company, corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign limited liability company, corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse EffectEffect or as set forth on Section 4.1(b) of the Company Disclosure Letter. Parent Company has made available to the Company Parent true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of ParentCompany’s Subsidiaries. Section 5.1(b4.1(b) of the Parent Company Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent Company and its each Subsidiary’s jurisdiction of organizationincorporation or formation. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant the Subsidiaries is duly authorized, validly issued, fully paid (to the extent required by applicable Laws and nonassessable the organizational documents of such Subsidiary) and non-assessable (except as provided in Sections 20, 31, 40 and 49 of the Act or analogous provisions of the jurisdiction of incorporation or formation of such Subsidiary) and owned, directly or indirectly, by Parent Company or by a direct or indirect indirect, wholly owned Significant Subsidiary of ParentCompany, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent Company owns any Parent Shares Company Common Units or Parent Company Equity Awards.
(c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
Appears in 1 contract
Samples: Merger Agreement (Seadrill LTD)
