Delaware Subsidiary definition
Examples of Delaware Subsidiary in a sentence
Each Delaware Subsidiary has all necessary corporate power and authority to own and hold its properties and conduct its business as described in the Registration Statement.
Each Delaware Subsidiary has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware.
Each Delaware Subsidiary has the corporate or limited liability company power and authority, as applicable, to own its property and to conduct its business as described in each of the Disclosure Package and the Prospectus.
Based solely on our review of the Delaware Subsidiary Certificates, each of the Delaware Subsidiaries is duly formed or incorporated, as applicable, is validly existing in good standing under the DGCL or DLLCA, as applicable.
Based solely on our review of the Delaware Subsidiary Certificates, each of the Delaware Subsidiaries is duly formed or incorporated, as applicable, is validly existing as a limited liability company or corporation, as applicable, and is in good standing under the DGCL or DLLCA, as applicable.
As a result of such treatment, Seller shall not include in any Seller Group Tax Return or in any standalone Tax Return for Income Taxes the Income Tax effect of the income, assets, liabilities and operations of the Delaware Subsidiary or North Carolina Subsidiary following the Initial Closing Date, and Buyer shall include such Income Tax effect in its own Tax Returns for Income Tax purposes following the Initial Closing Date.
All of the issued and outstanding shares of the common stock of each Delaware Subsidiary are validly issued, fully paid and non-assessable.
Each Delaware Subsidiary has the corporate, trust, partnership or other power to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact to the extent described in the Registration Statement and Prospectus.
Each Delaware Subsidiary has all necessary corporate or limited liability company power and authority to own and hold its properties and conduct its business as described in the Registration Statement.
This Agreement and Plan of Merger may be terminated and abandoned by action of the directors of the Corporation or the Delaware Subsidiary at any time prior to the Effective Time, whether before or after approval by the shareholders of the parties hereto.