Subco Sample Clauses

Subco. RI shall not have incurred any further liabilities or made any payments thereon, other than liabilities and payments in connection with the transactions contemplated herein in respect of regulatory maintenance and filing fees, transfer agent fees, accounting or auditing fees, legal fees and reasonable expenses;

Subco. Subco shall be validly subsisting and in good standing under the DGCL immediately prior to the Merger. Apogee covenants and agrees that Subco shall not carry on any business, shall not enter into any contracts, agreements, commitments, indentures or other instruments prior to the Closing Date other than as required to effect the Merger.

Subco. RI shall not have issued any securities, other than as contemplated herein or otherwise agreed to by the Parties, without the prior written consent of Buyco;

Subco. (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New Jersey; (ii) has obtained the approval of its Board of Directors and Holdco, its sole shareholder, to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including to effect the Merger; (iii) has full corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; (iv) has adopted and approved this Agreement in accordance with the NJBCA; (v) the execution of this Agreement and the consummation of the transactions contemplated hereby do not violate any provisions of its organizational documents or any agreements or instruments to which it is a party, except as could not be reasonably expected to materially impair or delay its ability to consummate the transactions contemplated hereby; and (vi) this Agreement has been duly and validly executed and delivered by Subco and constitutes a legal, valid and binding agreement of Subco enforceable against Subco in accordance with its terms (except as enforceability may be limited by the Enforceability Exceptions).

Subco. Subco was formed solely for the purposes of engaging in the transactions contemplated by this Agreement. Subco has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

Subco. Taipan and Subco covenant and agree that Subco will not carry on any business and will not enter into any contracts, agreements, commitments, indentures or other instruments prior to the Effective Date other than with respect to effecting the Amalgamation, or as otherwise contemplated herein.

Subco. Subco has not engaged in any business enterprise or other activity and has no assets or liabilities.

Subco. RI, upon incorporation, will have approved and adopted the Arrangement Agreement and will have agreed to be bound by all of the terms and conditions thereunder, as evidenced by a written acknowledgement to that effect;

Subco. Subco shall be validly incorporated and in good standing under Applicable Delaware Law immediately prior to the Acquisition. Pubco covenants and agrees that Subco shall not carry on any business and shall not enter into any contracts, agreements, commitments, indentures or other instruments prior to the Closing Date other than this Agreement and as required to effect the Merger.

Subco. Subco shall be validly subsisting and in good standing under the NRS immediately prior to the Merger. Purchaser covenants and agrees that Subco shall not carry on any business, shall not enter into any contracts, agreements, commitments, indentures or other instruments prior to the Closing Date other than as required to effect the Merger and shall be debt free as of the time of the Merger.