Capitalization; Status and Qualification Sample Clauses

Capitalization; Status and Qualification. 9 (a) Capitalization. . . . . . . . . . . . . . . . . . . 9 (b)
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Capitalization; Status and Qualification. (a) CAPITALIZATION The authorized capital stock of MW consists of ten thousand (10,000) shares of MW Common Stock. As of the date hereof, one thousand and fifty (1,050) shares of MW Common Stock are issued and outstanding and three hundred and fifty (350) of such shares are owned beneficially and of record by the Xxxxxx Trust, three hundred and fifty (350) of such shares are owned beneficially and of record by the Xxxxxxx Trust and three hundred and fifty (350) of such shares are owned beneficially and of record by the Xxxxxxx Trust. (Xx. Xxxxxx does not represent and warrant only as to the number of shares of MW Common Stock that are issued and outstanding and as to the beneficial and record owners of such shares as of the date hereof for purposes of Section 5.7(a) hereof.) All outstanding shares of MW Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, and none of the outstanding shares of MW Common Stock has been issued in violation of any law or regulation of any Governmental Authority (as defined in Section 3.11(c)(vii)), the MW Articles of Incorporation, Bylaws, the terms of any agreement to which MW or the Stockholders are a party or are bound or the preemptive rights of any individual, partnership, proprietorship, corporation, limited liability company, joint venture,
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Capitalization; Status and Qualification. (a) CAPITALIZATION The authorized capital stock of TBS consists of one hundred thousand (100,000) shares of TBS Common Stock. As of the date hereof, one hundred thousand (100,000) shares of TBS Common Stock are issued and outstanding and fifty thousand (50,000) of such shares are owned beneficially and of record by Xx. Xxxx and twenty-five thousand (25,000) of such shares are owned beneficially and of record by Xx. Xxxxxxx (but are currently pledged to Xx. Xxxxx Xxxxx Xxxxxx ("Xx. Xxxxxx") pursuant to that Pledge Agreement with Option to Purchase by and between Xx. Xxxxxxx and Xx. Xxxxxx dated May 1, 1990) and twenty-five thousand (25,000) of such shares are owned beneficially and of record by Xx. XxXxxxxxx (but are currently pledged to Xx. Xxxxxx pursuant to that Pledge Agreement with Option to Purchase by and between Xx. XxXxxxxxx and Xx. Xxxxxx dated May 1, 1990). All outstanding shares of TBS Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, and none of the outstanding shares of TBS Common Stock has been issued in violation of any law, regulation or policy of any governmental authority, the TBS Articles of Incorporation, Bylaws, the terms of any agreement to which TBS or the Stockholders are a party or are bound or the preemptive rights of any person, firm or entity. There are no Rights authorized, issued or outstanding with respect to the capital stock of TBS. For purposes of this Agreement, "Rights" shall mean any warrants, options, rights, convertible or exchangeable securities and other arrangements or commitments which obligate an entity to issue or dispose of any of its capital stock or ownership interests.
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Capitalization; Status and Qualification. (a) CAPITALIZATION The authorized capital stock of CMS consists of one thousand (1,000) shares of CMS Common Stock. As of the date hereof, eight hundred and ten (810) shares of CMS Common Stock are issued and outstanding; ten (10) of such shares are owned beneficially and of record by Xx. Xxxxx, four hundred (400) of such shares are owned beneficially and of record by Mr. Miles, and four hundred (400) of such shares are owned beneficially and of record by Xx. Xxxxxxx. All outstanding shares of CMS Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, and none of the outstanding shares of CMS Common Stock has been issued in violation of any law, regulation or policy of any Governmental Authority, the CMS Articles of Incorporation, Bylaws, the terms of any agreement to which CMS or the Stockholders are a party or are bound or the preemptive rights of any individual, partnership,
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Capitalization; Status and Qualification. (a) Capitalization The authorized capital stock of WGB consists of fifty thousand (50,000) shares of WGB Common Stock and fifty thousand (50,000) shares of WGB Preferred Stock. As of the date hereof, ten thousand (10,000) shares of WGB Common Stock are issued and outstanding and are owned of record by 29 shareholders and fifty thousand (50,000) shares of WGB Preferred Stock are issued and outstanding and are owned by 27 shareholders. All outstanding shares of WGB Common Stock and WGB Preferred Stock have been duly authorized and validly issued and are fully paid and nonassessable, and none of the outstanding shares of WGB Common Stock or WGB Preferred Stock has been issued in violation of any law, regulation or policy of any governmental authority, the WGB Articles of Incorporation, Bylaws, the terms of any agreement to which WGB is a party or is bound or the preemptive rights of any person, firm or entity. There are no Rights authorized, issued or outstanding with respect to the capital stock of WGB. For purposes of this Agreement, "
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Capitalization; Status and Qualification. (a) CAPITALIZATION The authorized capital stock of BRITCO consists of ten thousand (10,000) shares of BRITCO Common Stock. As of the date hereof, ten thousand (10,000) shares of BRITCO Common Stock are issued and outstanding and six thousand (6,000) of such shares are owned beneficially and of record by Xxx. Xxxxxxxx and four thousand (4,000) of such shares are owned beneficially and of record by Xx. Xxxxxxxx. All outstanding shares of BRITCO Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, and none of the outstanding shares of BRITCO
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Capitalization; Status and Qualification. (a) Capitalization The authorized capital stock of Company consists of 500 shares of Company Common Stock. As of the date hereof, one (1) share of Company Common Stock is issued and outstanding, owned by Stockholder beneficially and of record. All outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, and none of the outstanding shares of Company Common Stock has been issued in violation of any law, regulation or policy of any Governmental Authority, the Company Articles of Incorporation, Code of Regulations, the terms of any agreement to which Company, Stockholder or Principals are a party or are bound or the preemptive rights of any individual, partnership, proprietorship, corporation, limited liability company, joint venture, trust or other similar entity or Governmental Authority or court (a "Person"). There are no Rights authorized, issued or outstanding with respect to the capital stock of Company. For purposes of this Agreement, "Rights" shall mean any warrants, options, rights, convertible or exchangeable securities and other arrangements or commitments which obligate an entity to issue or dispose of any of its capital stock or ownership interests.
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Related to Capitalization; Status and Qualification

  • Organization, Standing and Qualification (a) FTN Financial Capital Markets is a division of First Tennessee Bank National Association, a national banking association duly organized, validly existing and in good standing under the laws of the United States, with full power and authority to own, lease and operate its properties and conduct its business as currently being conducted. FTN Financial Capital Markets is duly qualified to transact business as a foreign corporation and is in good standing in each other jurisdiction in which it owns or leases property or conducts its business so as to require such qualification and in which the failure to so qualify would, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business, prospects or results of operations of FTN Financial Capital Markets.

  • Registration and Qualification If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act as provided in this Article II, the Company shall as promptly as practicable:

  • Formation and Qualification (a) Each Borrower is duly incorporated and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws and will promptly notify Agent of any amendment or changes thereto.

  • Organization and Qualification of Seller Seller is a corporation and has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.

  • Organization and Qualification The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

  • Organization, Good Standing and Qualification The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

  • Organization, Power and Qualification Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America and has full corporate power and authority to enter into this Agreement and to carry out the provisions of this Agreement. Bank is duly qualified and in good standing to do business in all jurisdictions where such qualification is necessary for Bank to carry out its obligations under this Agreement.

  • Incorporation and Qualification The Company has been duly organized and is validly existing as a Corporation and in good standing under the laws of the State of Colorado with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted.

  • Organization and Qualifications Customer and each of its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the power and authority to own its properties and assets and to transact the businesses in which it presently is engaged and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where it presently is engaged in business and is required to be so qualified.

  • Registration and Qualification of Series Shares The Trust agrees to execute such papers and to do such acts and things as shall from time to time be reasonably requested by the Distributor for the purpose of qualifying and maintaining qualification of the Series shares for sale under the so-called Blue Sky Laws of any state or for maintaining the registration of the Trust and of the Series shares under the federal Securities Act of 1933 and the federal Investment Company Act of 1940 (the "1940 Act"), to the end that there will be available for sale from time to time such number of Series shares as the Distributor may reasonably be expected to sell. The Trust shall advise the Distributor promptly of (a) any action of the SEC or any authorities of any state or territory, of which it may be advised, affecting registration or qualification of the Trust or the Series shares, or rights to offer Series shares for sale, and (b) the happening of any event which makes untrue any statement or which requires the making of any change in the Trust's registration statement or its prospectus relating to the Series shares in order to make the statements therein not misleading.

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