Capacity; Organization; Standing; Capitalization. The Sellers have ------------------------------------------------ full capacity to enter into and perform under this Agreement and all other agreements and instruments to be entered into in connection with the transactions contemplated hereby, and to consummate such transactions, and, except as set forth in SCHEDULE 4(B)(I) of this Agreement, no other consent or joinder of any other persons or corporations is required to consummate such transactions. The Acquired Company has no subsidiaries. Except as set forth on SCHEDULE 4(B)(II) of this Agreement, neither the Sellers nor the Acquired Company has any interest in any entity other than the Acquired Company that is engaged, directly or indirectly, in businesses competitive with those of the Acquired Company or ABT. This Agreement has been, and each of the other agreements and instruments executed hereunder (the "Other Agreements") will at the Closing, be duly executed and delivered by the Sellers. This Agreement constitutes, and each of the Other Agreements will constitute, the legal, valid and binding obligation of the Sellers enforceable in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally or by general equitable principles. Xxxxx is duly organized and validly existing under the laws of the State of New Jersey, has full corporate power and authority to conduct its business as it is now being conducted and is duly qualified to do business in each jurisdiction where the nature of the property owned or leased, or the nature of the business conducted by it requires such
Appears in 1 contract
Capacity; Organization; Standing; Capitalization. The Sellers have ------------------------------------------------ full capacity to enter into and perform under this Agreement and all other agreements and instruments to be entered into in connection with the transactions contemplated hereby, and to consummate such transactions, and, except as set forth in SCHEDULE 4(B)(ISchedule 4(b) of this Agreement, no other consent or joinder of any other persons or corporations is required to consummate such transactions. The Acquired Company EFB has no subsidiariessubsidiaries other than GWB, a Guam corporation and a wholly-owned subsidiary of EFB. Except as set forth on SCHEDULE 4(B)(II) of this Agreement, neither Neither the Sellers nor the Acquired Company has Corporation have any interest in any entity other than the Acquired Company that is Corporation engaged, directly or indirectly, in businesses competitive with those of the Acquired Company or ABTCorporation. This Agreement has been, and each of the other agreements and instruments executed hereunder (the "Other Agreements") will at the Closing, be duly executed and delivered by the Sellers. This Agreement constitutes, and each of the Other Agreements will constitute, the legal, valid and binding obligation of the Sellers enforceable in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally or by general equitable principles. Xxxxx The Corporation is duly organized and validly existing under the laws of the State of New JerseyOregon, has full corporate power and authority to conduct its business as it is now being conducted and is duly qualified to do business in each jurisdiction where the nature of the property owned or leased, or the nature of the business conducted by it the Corporation requires suchsuch qualification. The Certificate of Incorporation and all amendments certified by the Secretary of State of Oregon with respect to EFB and the appropriate authorities of the territory of Guam with respect to GWB and the By-laws, as amended to the date of this Agreement, certified by the Secretary of the Corporation and the minutes and stock records of the Corporation delivered to the Buyer are complete and correct. The Corporation has all necessary licenses and authority to operate its business as now being conducted and as will be conducted after the Closing assuming such business is conducted as now operated. The authorized capital stock of EFB consists of 4,000 shares of voting common stock, $100 par value, of which two (2) shares are issued and outstanding. All of the issued and outstanding shares of EFB are owned by the Sellers and are duly and validly issued, fully paid and non-assessable. The authorized capital stock of GWB consists of 1,000 shares of voting common stock, $25 par value, of which one hundred (100) shares are issuable and outstanding. All of the issued and outstanding shares of GWB are owned by EFB and are duly and validly issued, fully paid and non-assessable.
Appears in 1 contract
Capacity; Organization; Standing; Capitalization. The Sellers have ------------------------------------------------ Each Shareholder has full capacity to enter into and perform under this Agreement and all other agreements and instruments to be entered into in connection with the transactions contemplated hereby, and to consummate such transactions, and, except as set forth in SCHEDULE 4(B)(I4(b) of this Agreement, no other consent consent, waiver, release or joinder of any other persons or corporations is required in connection with any of the foregoing. Seller is a corporation duly organized, validly existing and in good standing under the laws of the Province of Ontario with full corporate power and authority to own the Shares, conduct its operations as presently conducted, to enter into this Agreement and each other agreement and instrument to be executed and delivered by it pursuant to this Agreement and to consummate such transactionsthe transactions contemplated hereby and thereby. The Acquired Company Seller has no subsidiariestaken all necessary corporate action on its part to authorize the execution and delivery by it of this Agreement and of each other agreement and instrument to be executed and delivered by it pursuant to this Agreement, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby. No consent, waiver, release or joinder of any other person is required in connection with the execution and delivery by Seller of this Agreement and the Other Documents (as defined below), the performance of its obligations hereunder and thereunder and its consummation of the transactions contemplated hereby and thereby. Except as set forth on SCHEDULE 4(B)(II) of this Agreement4(b), neither the Sellers Seller, nor any Shareholder nor the Acquired Company has any interest in any entity entity, other than the Acquired Company that is engaged, directly or indirectly, in businesses competitive with those of the Acquired Company Company, Buyer or ABT. This Agreement has been, and each of the other agreements and instruments executed hereunder (the "Other Agreements") will at the ClosingClosing be, be duly executed and delivered by Seller and the SellersShareholders to the extent such person or persons are parties hereto or thereto. This Agreement constitutes, and each of the Other Agreements will constitute, the legal, valid and binding obligation of Seller and the Sellers Shareholders to the extent such person or persons are parties hereto or thereto, enforceable in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally or by general equitable principles. Xxxxx The Company has only one Subsidiary, Precision Seed Coaters, Inc., an Arizona corporation (the "Subsidiary"). Each of the Company and the Subsidiary is duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of New Jerseyits incorporation, and each has full corporate power and authority to conduct its business as it is now being conducted and is duly qualified to do business in each jurisdiction where the nature of the property owned or leased, or the nature of the business conducted by it requires suchsuch qualification. The Articles of Incorporation of each of the Company and the Subsidiary and all amendments thereto, certified by the Director under the Business Corporations Act (Ontario) or other appropriate official of the jurisdiction of its incorporation and the by-laws, as amended to the date of this Agreement, of each of the Company and the Subsidiary, certified by the Secretary of the Company or the Subsidiary, as applicable, and the minutes and share records of the Company and the Subsidiary, delivered to Buyer and ABT are complete and correct. Each of the Company and the Subsidiary has all necessary licenses and authority to operate its business as now being conducted and as will be conducted after the Closing, assuming such business is conducted as now operated. The authorized capital of the Company consists of an unlimited number of Class A shares and 40,000 voting common shares, of which 4,300 Class A shares and 100 common shares are issued and outstanding. All of the issued and outstanding shares in the capital of the Company are owned by Seller and are duly and validly issued, fully paid and non-assessable. The authorized and issued capital of the Subsidiary is as specified on SCHEDULE 4(b). The Company owns 100% of the outstanding shares of the Subsidiary free and clear of all liens, mortgages, charges, liabilities, claims, security interests, options, warrants or other rights to purchase or otherwise acquire the shares of the Subsidiary and other encumbrances of any nature whatsoever.
Appears in 1 contract
Capacity; Organization; Standing; Capitalization. The Sellers have ------------------------------------------------ full capacity to enter into and perform under this Agreement and all other agreements and instruments to be entered into in connection with the transactions contemplated hereby, and to consummate such transactions, and, except as set forth in SCHEDULE 4(B)(I) of this Agreement, no other consent or joinder of any other persons or corporations is required to consummate such transactions. The Acquired Company has no subsidiaries. Except as set forth on SCHEDULE 4(B)(II) of this Agreement, neither the Sellers nor the Acquired Company has have any interest in any entity other than the Acquired Company that is engaged, directly or indirectly, in businesses competitive with those of the Acquired Company or ABT. This Agreement has been, and each of the other agreements and instruments executed hereunder (the "Other Agreements") will at the Closing, be duly executed and delivered by the Sellers. This Agreement constitutes, and each of the Other Agreements will constitute, the legal, valid and binding obligation of the Sellers enforceable in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally or by general equitable principles. Xxxxx Oregon is duly organized and validly existing under the laws of the State of New JerseyOregon, has full corporate power and authority to conduct its business as it is now being conducted and is duly qualified to do business in each jurisdiction where the nature of the property owned or leased, or the nature of the business conducted by it requires suchsuch qualification. The Articles of Organization of Xxxxx Oregon and all amendments certified by the Secretary of State of Oregon and any operating agreements among the members or designating one or more managers are complete and correct. The Acquired Company has all necessary licenses and authority to operate its business as now being conducted and as will be conducted after the Closing assuming such business is conducted as now operated.
Appears in 1 contract
Capacity; Organization; Standing; Capitalization. The Sellers have Seller has full ------------------------------------------------ full capacity to enter into and perform under this Agreement and all other agreements and instruments to be entered into in connection with the transactions contemplated hereby, and to consummate such transactions, and, except as set forth in SCHEDULE 4(B)(ISchedule 4(b)(1) of this Agreement, no other consent or joinder of any other persons or corporations is required to consummate such transactions. The Acquired Company Neither Seedco nor GSC has no any subsidiaries. Except as set forth on SCHEDULE 4(B)(IISchedule 4(b)(2) of this Agreement, neither the Sellers Seller nor the Acquired Company has Seedco nor GSC have any interest in any entity other than the Acquired Company Green Seed that is engaged, directly or indirectly, in businesses competitive with those of the Acquired Company Seedco, GSC or ABT. This Agreement has been, and each of the other agreements and instruments executed hereunder (the "Other Agreements") will at the Closing, be duly executed and delivered by the SellersSeller. This Agreement constitutes, and each of the Other Agreements will constitute, the legal, valid and binding obligation of the Sellers Seller enforceable in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally or by general equitable principles. Xxxxx is The Companies are duly organized and validly existing under the laws of the State of New JerseyMaryland, has have full corporate power and authority to conduct its their business as it is they are now being conducted and is and, except as disclosed on Schedule 4(b)(3), are duly qualified to do business in each jurisdiction where the nature of the property owned or leased, or the nature of the business conducted by it the Companies requires suchsuch qualification, except where the failure to so qualify would not have a material adverse effect on the assets, liabilities, financial condition or business of any of the Companies. The Articles of Incorporation of each of Seedco and GSC and all amendments thereto certified by the Secretary of State of Maryland, their respective By-laws, as amended to the date of this Agreement, certified by the Secretary of each of Seedco and GSC, and their respective minutes and stock records, and the Limited Partnership Agreement of Green Seed, all delivered to the Buyer are complete and correct. The Companies have all necessary licenses and authority to operate their business as now being conducted and as will be conducted after the Closing assuming such business is conducted as now operated. The authorized capital stock of the Seedco consists of 100,000 shares of voting common stock, $1.00 par value, of which 25,000 shares are issued and outstanding; the authorized capital stock of the GSC consists of 5,000 shares of voting common stock, $.01 par value, of which 100 shares are issued and outstanding. All of the issued and outstanding shares of Seedco and GSC are owned by Xxxxxx and are duly and validly issued, fully paid and non-assessable.
Appears in 1 contract
Samples: Purchase Agreement (Agribiotech Inc)
Capacity; Organization; Standing; Capitalization. The Sellers have ------------------------------------------------ full capacity to enter into and perform under this Agreement and all other agreements and instruments to be entered into in connection with the transactions contemplated hereby, and to consummate such transactions, and, except as set forth in SCHEDULE 4(B)(I4(b)(i) of this Agreement, no other consent or joinder of any other persons or corporations is required to consummate such transactions. The Acquired Company Corporation has no subsidiaries, except for Country Club Lawn Seed, Inc., an Oregon corporation and wholly-owned subsidiary of the Corporation. Except as set forth on SCHEDULE 4(B)(II4(b)(ii) of this Agreement, neither the Sellers nor the Acquired Company has Corporation have any interest in any entity other than the Acquired Company that is Corporation engaged, directly or indirectly, in businesses competitive with those of the Acquired Company Corporation or ABT. This Agreement has been, and each of the other agreements and instruments executed hereunder (the "Other Agreements") will at the Closing, be duly executed and delivered by the Sellers. This Agreement constitutes, and each of the Other Agreements will constitute, the legal, valid and binding obligation of the Sellers enforceable in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally or by general equitable principles. Xxxxx The Corporation is duly organized and validly existing under the laws of the State of New JerseyOregon, has full corporate power and authority to conduct its business as it is now being conducted and is duly qualified to do business in each jurisdiction where the nature of the property owned or leased, or the nature of the business conducted by it the Corporation requires suchsuch qualification. The Certificate of Incorporation of the Corporation and all amendments certified by the Secretary of State of Oregon and the By-laws, as amended to the date of this Agreement, certified by the Secretary of the Corporation and the minutes and stock records of the Corporation delivered to the Buyer are complete and correct. The Corporation has all necessary licenses and authority to operate its business as now being conducted and as will be conducted after the Closing assuming such business is conducted as now operated. The authorized capital stock of the Corporation consists of 199,750 shares of voting common stock, no par value, of which 200,000 shares are issued and outstanding. All of the issued and outstanding shares of the Corporation are owned by the Sellers and are duly and validly issued, fully paid and non-assessable.
Appears in 1 contract
