Common use of AUTHORITY OF SUB Clause in Contracts

AUTHORITY OF SUB. Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of California as a wholly owned subsidiary of Parent. The authorized capital stock of Sub consists of 1,000 shares of Sub Common Stock, all of which is validly issued and outstanding, fully paid and nonassessable and is owned by Parent free and clear of any Claims. Sub (a) has the corporate power and authority to execute, deliver and perform this Agreement and the other Documents and to consummate the transactions contemplated hereby and thereby and (b) has taken all necessary corporate and shareholder action to authorize and approve the execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other Documents have been duly and validly executed and delivered by Sub and constitute valid and binding obligations of Sub, enforceable against Sub in accordance with their terms.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Thermoview Industries Inc), Agreement and Plan of Merger (Thermoview Industries Inc)

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AUTHORITY OF SUB. Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of California Kansas as a wholly owned subsidiary of Parent. The authorized capital stock of Sub consists shall consist of 1,000 shares of Sub Common Stock, all of which is validly issued and outstanding, fully paid and nonassessable and is owned by Parent free and clear of any Claims. Sub (a) has the corporate power and authority to execute, deliver and perform this Agreement and the other Documents and to consummate the transactions contemplated hereby and thereby and (b) has taken all necessary corporate and shareholder action to authorize and approve the execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other Documents have been duly and validly executed and delivered by Sub and constitute valid and binding obligations of Sub, enforceable against Sub in accordance with their terms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Thermoview Industries Inc)

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AUTHORITY OF SUB. Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of California as a wholly owned subsidiary of Parent. The authorized capital stock of Sub consists of 1,000 shares of Sub Common Stock, all of which is 100 shares are validly issued and outstanding, fully paid and nonassessable and is owned by Parent free and clear of any Claims. Sub (a) has the corporate power and authority to execute, deliver and perform this Agreement and the other Documents and to consummate the transactions contemplated hereby and thereby and (b) has taken all necessary corporate and shareholder action to authorize and approve the execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other Documents have been duly and validly executed and delivered by Sub and constitute valid and binding obligations of Sub, enforceable against Sub in accordance with their terms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Thermoview Industries Inc)

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