The Company and its Subsidiaries. (i) The validly issued share capital, registered capital or charter capital of each Group Company as of the date of this Agreement is set forth in Section 3.2(a) of the Company Disclosure Letter. With respect to the share capital of the Company as of the date of this Agreement, Section 3.2(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the following (on an aggregate, and not holder-by-holder, basis): (A) outstanding Ordinary Shares, by class or series; (B) outstanding Preferred Shares, by class or series; (C) warrants and other share purchase rights, if any; (D) outstanding share options, restricted share units and other equity incentive awards; and (E) reserved but unissued shares under the ESOP.
(ii) All Company Shares that are issued and outstanding (A) have been duly authorized and have been validly issued and are fully paid, (B) were issued, in compliance in all material respects with applicable Law, and (C) were not issued in breach or violation of any preemptive rights or Contract.
The Company and its Subsidiaries. The Company’s Subsidiaries have obtained bonds from surety companies. The agreements pursuant to which the bonds were issued and will be issued in the future provide that the Company and most of its Subsidiaries agree to hold such surety companies harmless in respect of such bonds and grant liens upon certain of their assets in favor of the bonding companies to secure such “hold harmless” obligations.
The Company and its Subsidiaries. (i) will preserve the business organization of the Company and its Subsidiaries intact; (ii) will pay and discharge the Company's and its Subsidiaries' debts and liabilities as they become due; (ii) will maintain the Company's and its Subsidiaries' facilities, equipment and similar assets in a reasonable state of repair, order and condition; (iv) will maintain the Company's and its Subsidiaries' books and records in accordance with past practice; (v) will pay the Company's and its Subsidiaries' payables only in the Ordinary Course and collect the Company's and its Subsidiaries' receivables in the Ordinary Course; and (vi) will make capital expenditures in the Ordinary Course;
The Company and its Subsidiaries. Except as would not have a Company Material Adverse Effect, the Company and each of the Subsidiaries have been and currently are in compliance with all Healthcare Laws applicable to their respective business, activities and services. Except for routine matters which have been resolved to the Governmental Authority’s satisfaction, none of the Company or the Subsidiaries have received any notice, citation, suspension, revocation, limitation, warning or request issued by a Governmental Authority which alleges or asserts that such Person has violated any Healthcare Laws.
The Company and its Subsidiaries. (i) Each of the Company and its Subsidiaries (i) is duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation, (ii) has the power and authority to own, lease and operate its properties and assets and to transact the Business and (iii) is duly qualified and authorized to do business and in good standing in all jurisdictions in which ownership of its properties or conduct of the Business requires it to be so qualified. Attached to this Agreement as Schedule 4.1(a) is a true, correct and complete list of all jurisdictions in which the Company and each of its Subsidiaries is qualified to do business.
(ii) There are no Legal Proceedings or Court Orders pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries revoking, limiting or curtailing, or seeking to revoke, limit or curtail the power, authority or qualification of the Company or any its Subsidiaries to own, lease or operate their respective properties or assets or to transact the Business or to consummate the transactions contemplated by this Agreement.
The Company and its Subsidiaries. 5.1 No Group Company:
5.1.1 holds or beneficially owns, or has agreed to acquire, any securities of any corporation other than the Subsidiaries specified in Parts 2-4 of Schedule 3; or
5.1.2 is or has agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); or
5.1.3 has, outside its country of incorporation, any branch or permanent establishment; or
5.1.4 has allotted or issued any securities that are convertible into shares.
5.2 No Group Company has since 1 January 2008:
5.2.1 purchased, redeemed or repaid any of its own share capital; or
5.2.2 given any financial assistance in contravention of any applicable law or regulation.
5.3 All dividends or distributions declared, made or paid by any Group Company have been declared, made or paid in accordance with its memorandum, articles of association, all applicable laws and regulations and any agreements or arrangements made with any third party regulating the payment of dividends and distributions.
The Company and its Subsidiaries. 10.2.1 Participations held by the Company and its Subsidiaries Except for
a) participations or memberships in associations (e.g. Gesamtverband der Deutschen Versicherungswirtschaft e. V), guarantee funds (e.g. Protektor Lebensversicherungs AG, Berlin; Sicherungsfonds according to section 124 VAG) or similar institutions; and
b) the Subsidiaries, as of the date of this Agreement and as of Closing Date the Company does not and the Subsidiaries do not hold shares or participations in other companies with an entrepreneurial business objective; it being understood that participations held for the purpose of investing assets (Vermögensanlage) (whether as part of the tied assets (gebundenes Vermögen) according to section 54 VAG or the untied assets) of the Target Group (in particular Delta Xxxxx Real Estate Fund FCP Luxembourg) and/or in which the Target Group holds only a minority participation shall not qualify as entrepreneurial participations.
10.2.2 Status of the Company and the Subsidiaries
a) The information given in the Preamble under (A) and (B) is correct (as of the date of this Agreement and as of Closing Date).
b) As of the date of this Agreement and as of Closing Date, the Company and the Subsidiaries are duly registered under the laws of Germany except for DLREF Management which is duly registered under the laws of Luxembourg, and the Company and the Subsidiaries have the power and authority
(1) to own their assets under German law ( or – with respect to DLREF Management – under Luxembourg law) and/or
(2) to carry on their respective business in essentially the same way as conducted on the date of this Agreement, however, subject to past and current dependency on capital contributions by the Vendor Group, and other financial assistance, which are listed in Schedule 10.2.2b)(2).
The Company and its Subsidiaries shall have, as of the end of each fiscal quarter, on a consolidated basis, a Net Worth, as defined herein, of not less than ($50,000,000.00).
The Company and its Subsidiaries. (1) Particulars of Subsidiaries The Company has no other subsidiary other than the Subsidiary.
The Company and its Subsidiaries. (a) Exhibit 8.1 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2011 sets forth a correct and complete list of each Subsidiary of the Company required to be disclosed in that exhibit as of the date such report was filed in accordance with the applicable requirements of the Exchange Act. The Company owns beneficially and of record all of the issued equity of (i) each of its Significant Subsidiaries and (ii) except any lack of ownership that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect, all of the Company’s other Subsidiaries. Each outstanding capital share of each Subsidiary of the Company is duly authorized, validly issued, fully paid and non-assessable and each capital share of each Subsidiary of the Company owned by the Company or another Subsidiary of the Company is free and clear of all material Encumbrances.
(b) Each of the Company and its Subsidiaries (since the time of formation or acquisition thereof by the Company) has been operated at all times in compliance with all Applicable Laws, other than failures to comply with or violation of such Laws that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect. The Company and its Subsidiaries have not received any notice, order, complaint or other communication that it has any liability under any Applicable Law or that it is not or has at any time not been in compliance with any Applicable Law, except as, individually or in the aggregate, would not reasonably be expected to have a material adverse effect, and to the Knowledge of the Company, there is no basis therefor. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries has occurred since December 31, 2009, is pending or, to the Knowledge of the Company, is threatened, regarding a violation of any Applicable Law and, to the Knowledge of the Company, there is no basis therefor. Without limiting the foregoing, the Company and its Subsidiaries are and have operated in compliance with all applicable U.S. and Dutch securities Laws, all Dutch corporate Laws and corporate governance codes, all Environmental Laws and Health and Safety Laws, all Applicable Laws relating to exports where it conducts business, and all Applicable Laws relating to employment and employment practices, terms and conditions of employment, and wages and hours, except as, individually or in the aggrega...
