definiens: ( as such term is defined under s.1(1 ) of the Securities Act ( Ontario ) ), there is not a published market in respect of the Delex Shares and the nu mber of registered holders of Delex Shares is not more than 50 ( excluding employees or former employees of the Corporation ) ; ( d ) The Corporation is duly licensed, regist ered and qualified as a corporation to do business, is up - to - date in the f iling of all required corporate returns and other notices and filings and is otherwise in good standing in all respects, in each jurisdiction in which : - 17 - TOR_P2Z:1267367.9 ( i ) it owns or leases property, or ( ii ) the nature or conduct of the Business or any part thereof, or the nature of the property of the Co rporation or any part thereof, makes such qualification necessary or desirable to enable the Business to be carried on as now conducted or to enable the property and assets of the Corporation to be owned, leased and operated by it