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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997
Entire Document
 
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          (d) Each "significant subsidiary" (as such term is defined in Rule 1-
     02 of Regulation S-X) of the Companies, including but not limited to
     LaSalle Partners Management Services, Inc.("LPMS"), LaSalle Partners
     Corporate & Financial Services, Inc. ("LPCFS"), LaSalle Advisors Capital
     Management, Inc. ("LACM"), LaSalle Partners International, Inc. ("LPII")
     and __________ (each a "Significant Subsidiary" and, collectively, the
     "Significant Subsidiaries"), has been duly incorporated or organized, is
     validly existing as a corporation or partnership, as the case may be, in
     good standing under the laws of the jurisdiction of its incorporation or
     organization, has all power and authority to own its property and to
     conduct its business as described in the Prospectus and is duly qualified
     to transact business and is in good standing in each jurisdiction in which
     the conduct of its business or its ownership or leasing of property
     requires such qualification, except to the extent that the failure to be so
     qualified or be in good standing would not have a material adverse effect
     on the Companies and their subsidiaries, taken as a whole; all of the
     issued shares of capital stock of each Significant Subsidiary which is a
     corporation have been duly and validly authorized and issued, are fully
     paid and non-assessable, all of the partnership interests of each
     Significant Subsidiary which is a partnership have been duly and validly
     authorized and issued, and all of the shares of capital stock or
     partnership interests in any Significant Subsidiary (except as set forth in
     the Registration Statement and the Prospectus) are owned directly or
     indirectly by the Company or the Predecessor Partnerships, as the case may
     be, free and clear of all liens, encumbrances, equities or claims.

          (e) This Agreement has been duly authorized, executed and delivered by
     the Companies.

          (f) The authorized capital stock of the Company conforms, in all
     material respects, as to legal matters to the description thereof contained
     in the Prospectus.

          (g) The shares of Common Stock (including the Shares to be sold by the
     Selling Shareholder) outstanding prior to the issuance of the Shares to be
     sold by the Company have been duly authorized and are validly issued, fully
     paid and non-assessable.

          (h) The Shares to be sold by the Company have been duly authorized
     and, when issued, delivered and paid for in accordance with the terms of
     this Agreement, will be validly issued, fully paid and non-assessable, and
     the issuance of such Shares will not be subject to any preemptive or
     similar rights.

          (i) The financial statements (together with the related notes thereto)
     of the Predecessor Partnerships and The Galbreath Company ("Galbreath")
     included in the Registration Statement present fairly the financial
     position of the Predecessor Partnerships and Galbreath, respectively, and
     each of their respective subsidiaries as of the respective dates of such
     financial statements, and the results of operations and cash flows of the
     Predecessor Partnerships and Galbreath, respectively, and each of their
     

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