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. Caracara 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. (d) Amalco;
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 o SubCo 2 shall hold all of the assets held by New SubCo prior to the Demerger (other than such assets held by SubCo 1), including all payment rights under the License Agreement, and hold all liabilities held by New SubCo prior the Demerger (other than such liabilities held by SubCo 1). For the avoidance of doubt, SubCo 2 shall hold and be responsible for the obligation under Article V of the License Agreement to fund the protection and maintenance of the Licensed Intellectual Property that was held by NewCo prior to the Demerger.
Subco. RI Distribution Shares shall be distributed to the Pubco Shareholders holding shares as of the Record Date on a pro rata basis;
Subco. Financing Warrant, respectively, which holders of Subco Class A Shares and Subco Financing Warrants will be entitled to receive in connection with the Amalgamation;
