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. 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. (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. SBH 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 Time other than with respect to effecting the Merger, or as otherwise contemplated herein.
Subco. Subco has been formed solely for purposes of the Arrangement. Subco does not have, and until immediately before the Effective Time of the Arrangement will not have, any material Liabilities, nor will Subco agree before the Effective Time to assume any material Liabilities other than as contemplated hereby and by the Arrangement.
Subco. Through the Restricted Period, Subco will not (and will cause Emerald Media, Inc. ("EM") not to), directly or indirectly, (i) engage in the Playboy Business for its own account (provided, that this clause (i) shall not prohibit Subco (including EM) from engaging in the Explicit C-Band Business, the Explicit Internet Business, the Playback and Uplink Business and the Additional Permitted Activities), (ii) enter the employ of, or render or provide any material goods or services, to any Person engaged in the Playboy Business, which employment, goods or services are directly related to businesses or activities in which Subco (including EM) is otherwise prohibited from engaging under the terms of this Agreement, (iii) (A) acquire more than a 5% financial interest in, or (B) otherwise become involved in any material respect with, any Person engaged in the Playboy Business, directly or indirectly, as an individual entity, partner, shareholder, principal, agent, trustee, consultant or otherwise, except, in the case of clause (B) above, to the extent that such involvement relates to a business or activity which Subco is not otherwise prohibited from engaging in under the terms of this Agreement, or (iv) interfere in any material respect with the business relationships between Playboy and customers or suppliers of Playboy, which interference shall be known, or should reasonably have been known, by Subco (or EM).
Subco is a corporation duly incorporated and validly existing under the OBCA;
(a) Subco has the corporate power and authority to enter into this Agreement and, subject to obtaining the requisite approvals contemplated hereby, to perform its obligations hereunder;
(b) the execution and delivery of this Agreement by Subco and the completion of the transactions contemplated herein:
(i) do not and will not result in the breach of, or violate any term or provision of, the articles or by-laws of Subco; and
(ii) do not and will not as of the Effective Date violate any provision of law or administrative regulation or any judicial or administrative award, judgment or decree applicable and known to Subco, after due inquiry;
(c) the execution and delivery of this Agreement and the completion of the transactions contemplated herein have been duly approved by the board of directors of Subco and this Agreement has been duly executed and delivered by Subco and constitutes a valid and binding obligation of Subco enforceable against it in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgements and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought;
(d) Subco has not engaged in any business nor is it a party to or bound by any contract, agreement, arrangement, instrument, licence, permit or authority, other than this Agreement and any transaction or agreement necessary or incidental to the fulfilment of its obligations under this Agreement, nor does it have any liabilities, contingent or otherwise, except as provided in or permitted by the foregoing;
(e) the authorized capital of Subco consists of an unlimited number of Subco common shares, of which 100 Subco common shares are currently issued and outstanding (all of which are held by Discreet); and
(f) no individual, firm, corporation or other person holds any securities convertible or exchangeable into any shares of Subco or has any agreement, warrant or option or any right capable of becoming an agreement, warrant or option for the purchase of any unissued shares of Subco except as contemplated by this Agreement.
Subco. RI Distribution Shares shall be distributed to the Pubco Shareholders holding shares as of the Record Date on a pro rata basis;
