Status of Subsidiaries. For all purposes of this Indenture and the Securities (including the provisions of this Article V and Sections 4.8, 4.9 and 4.10), Subsidiaries of any Surviving Entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to Section 4.16 and all Indebtedness, and all Liens on property or assets, of the Company and the Restricted Subsidiaries immediately prior to such transaction or series of transactions will be deemed to have been incurred to upon such transaction or series of transactions; provided that in the event of a conversion of the Company from partnership to corporate form in a transaction the purpose of which is to effect such conversion and in which no additional Indebtedness is incurred or anticipated to be incurred by the Company, the Surviving Entity or any Restricted Subsidiary, no Indebtedness of the Company and the Restricted Subsidiaries shall be deemed to have been incurred upon such transaction or series of transactions.
Status of Subsidiaries. Each Subsidiary of the Borrower:
(i) shall be a corporation, limited partnership, general partnership, trust or limited liability corporation formed under the laws of (A) Canada or a province thereof, (B) a state of the United States of America or the District of Columbia, (C) the United Kingdom, (D) Germany, (E) Belgium, (F) Hungary or (G) Holland; and
(ii) shall (A) if such Subsidiary is a Restricted Subsidiary, be wholly-owned by the Borrower or a Restricted Subsidiary, or (B) if such Subsidiary is an Unrestricted Subsidiary, be owned, wholly or in part (subject to the terms of this Agreement), by the Borrower or another Subsidiary.
Status of Subsidiaries. If at any time a Subsidiary or Wholly-Owned Subsidiary of OpNext Japan or a Subsidiary or Wholly-Owned Subsidiary of OpNext ceases to remain a Subsidiary or Wholly-Owned Subsidiary (as appropriate) to the extent any sublicenses have been granted by OpNext Japan or OpNext to such entity with respect to the Licensed Hitachi R&D IP during the time such entity is such a Subsidiary or Wholly-Owned Subsidiary (as appropriate), such sublicenses of Licensed Hitachi R&D IP existing as of the date such entity ceases to remain a Subsidiary or Wholly-Owned Subsidiary (as appropriate) shall continue, pursuant to the terms and conditions of this R&D Agreement and such sublicense.
Status of Subsidiaries. Each of the Material Subsidiaries has been duly incorporated or amalgamated and organized and is validly subsisting as a corporation under the laws of its jurisdiction of incorporation and has all requisite power, capacity and authority to own its properties and assets (including, without limitation, the Mongolia Assets) and to carry on its business as presently conducted and as will be contemplated in the Prospectus and the Registration Statement; and, except for Material Subsidiaries, the Corporation has no material direct or indirect subsidiaries.
Status of Subsidiaries. For all purposes of this Indenture and the Securities (including the provisions of this Article V and Sections 4.8, 4.9 and 4.10), Subsidiaries of any Surviving Entity will, upon such transaction or series of related transactions, become Subsidiaries of the Company and all Indebtedness, and all Liens on property or assets, of the Company and the Subsidiaries in existence immediately prior to such transaction or series of related transactions will be deemed to have been incurred upon such transaction or series of related transactions.
Status of Subsidiaries. Prior to the Closing, (i) the Company shall divest itself of any interest or ownership in Contactica-Axis Limited, a United Kingdom limited company, and (ii) Contactica Asia Limited shall divest itself of any interest or ownership in Contactica Dealing Room System Limited. The Company shall structure such transactions such that, as a result thereof, neither the Company nor Contactica Asia Limited shall have any liabilities or obligations with respect to such divested entities, including but not limited to liabilities for taxes or as guarantors. For the avoidance of doubt, Buyer acknowledges the obligations of the Company to Contactica Axis Limited pursuant to the License Agreement referred to in Schedule 2.23.
Status of Subsidiaries. Each subsidiary of Converium Holding, Converium AG and the Company (i) has been duly incorporated, (ii) is validly existing under the laws of the jurisdiction of its incorporation and (iii) has the corporate power and authority to own or lease its property and to conduct its business as described in the Prospectus, except in each case as would not have a Material Adverse Effect; all of the issued shares in the capital of each Significant Subsidiary (as defined below) have been duly and validly authorized and issued, are fully paid and non-assessable and, except as disclosed in the Prospectus, are owned directly or indirectly by Converium Holding, free and clear of all liens, encumbrances, equities or claims.
Status of Subsidiaries. Each significant subsidiary of the ---------------------- Company listed on Schedule C hereto (each a "Subsidiary" and, collectively, the "Subsidiaries") has been duly organized and is validly existing as a corporation in good standing (or equivalent status) under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing (or equivalent status) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing (or equivalent status) would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable (except as otherwise provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, as judicially interpreted) and is owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary.
Status of Subsidiaries. Other than DiaMedica USA, the Corporation has no subsidiaries and is not affiliated with any other body corporate and has no investment in any person which is material to the business and affairs of the Corporation.
Status of Subsidiaries. Each Subsidiary of the Borrower: ( i) shall be a corporation, limited partnership, general partnership, trust or limited liability corporation formed under the laws of (A) Canada or a province thereof, (B) a state of the United States of America or the District of Columbia, (C) the United Kingdom, (D) Germany, (E) India, or (F) Hungary; and
