Corporate Sample Clauses
Corporate. Do or cause to be done all things necessary to at all times (a) other than mergers solely among the Company and any of its subsidiaries, preserve, renew and keep in full force and effect its corporate existence, patents, trademarks, rights, licenses, permits and franchises, (b) comply with this Agreement, (c) maintain and preserve all of its material property used or useful in the conduct of their respective businesses, and (d) comply with all applicable laws material to its businesses, including the reporting requirements of the Securities Exchange Act of 1934, whether now in effect or hereafter enacted, promulgated or issued.
Corporate. (a) Seller is a corporation duly organized, existing and in good standing under the laws of the Commonwealth of Virginia. Seller has all necessary corporate power and authority to own the Purchased Assets and to conduct the Purchased Business as now conducted.
(b) All corporate acts required to be taken by Seller to authorize the execution and delivery of this Agreement and each of the documents and instruments to be executed by Seller pursuant to this Agreement (Seller's Ancillary Documents"), the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the approval of Seller's shareholders and board of directors, have been duly and properly taken, and no other corporate proceedings on the part of Seller are necessary to authorize such execution, delivery and performance.
(c) This Agreement has been, and Seller's Ancillary Documents will be, duly executed and delivered by duly authorized officers of Seller. This Agreement and each of Seller's Ancillary Documents that is a contract constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms.
(d) No consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the execution and delivery of this Agreement and Seller's Ancillary Documents and the consummation by Seller of the transactions contemplated by this Agreement and Seller's Ancillary Documents.
(e) Neither the execution and delivery of this Agreement and Seller's Ancillary Documents by Seller, nor the consummation by Seller of the transactions contemplated hereby and thereby, will conflict with or result in a breach of any of the terms, conditions or provisions of (i) Seller's Articles of Incorporation or By-laws, (ii) to the best of Seller's knowledge, any statute or administrative regulation, (iii) any order, writ, injunction, judgment or decree of any court or any governmental authority or any arbitration award, or (iv) except as set forth on Schedule 4.1(d) of the Disclosure Schedule, any material contract or agreement by which the Purchased Assets may be bound, nor give rise to any default, acceleration or right of termination under any such contract or agreement.
Corporate. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Corporate. Under the terms and conditions of the Sysco Corporation 1991 Stock Option Plan (the "Plan"), a copy of which is incorporated into this Agreement by reference, Sysco Corporation (the "Corporation") grants to _____________________ (the "Optionee") the option to purchase __________ shares of the Corporation's Common Stock, $1.00 par value, at the price of $28.75 per share, subject to adjustment as provided in the Plan (the "Option"). This Option shall be for a term of ten years commencing on this date and ending August 30, 2005, and shall be subject to the Terms and Conditions of Stock Option set forth on the reverse side and incorporated in this Agreement by reference. When exercised, all or a portion of this Option may be an incentive stock option, governed by Section 422 of the Internal Revenue Code of 1986, as amended. This option is granted without Stock Appreciation Rights. The Optionee in accepting this Option accepts and agrees to be bound by all the terms and conditions of the Plan and the Terms and Conditions of Stock Option which pertain to stock options granted under the Plan and acknowledges receipt of the Corporation's initial disclosure document dated September 4, 1992, as supplemented by the 1991 Stock Option Plan Amendments and Supplemental Disclosure dated November 3, 1995. Granted as of August 31, 1995. SYSCO CORPORATION By --------------------------------- ACCEPTED: --------------------------------- Optionee --------------------------------- Date
Corporate. Each party represents and warrants to the other that (i) it is duly organized and validly existing and in good standing under the laws of the state of its incorporation or organization, (ii) it has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (iii) it is duly authorized to execute and deliver this Agreement and duly authorized to perform the obligations hereunder; (iv) this Agreement is a legal and valid obligation of such party, binding and enforceable in accordance with its terms, (v) the execution, delivery and performance of this Agreement does not conflict with any agreement, instrument, or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law, regulation or order of any court, governmental body or administrative or other agency having jurisdiction over it.
Corporate. If the Seller is a corporation or limited liability company, it is duly organized and validly existing under the laws of its state of incorporation or formation. Seller has all requisite power and authority to enter into and perform its obligations under this Agreement and all other agreements to be executed and delivered by Seller hereunder and to consummate the transactions contemplated hereby.
Corporate. (1) X-ceed and each of its subsidiaries, including Sub, is a corporation duly organized, validly existing and in good standing under and by virtue of the laws of its states of incorporation. X-ceed and each of its subsidiaries, including Sub, is qualified to do business as a foreign corporation in such other states in which the ownership of its assets or the nature and conduct of its business requires such qualification.
(2) X-ceed and each of its subsidiaries, including Sub, has the power to own its properties and to carry on its businesses as and where such are now conducted. X-ceed does not have any equity interest in any other corporation, partnership, joint venture or association or control, directly or indirectly, of any other entity except for its interests in the subsidiaries.
(3) The authorized capital stock of X-ceed consists of 30,000,000 shares of common stock, par value $.01 per share, of which approximately 8,983,943 shares are presently outstanding immediately prior to the date hereof and Two Million (2,000,000) shares of Preferred Stock, par value $.05 per share, of which no shares of Preferred Stock are issued and outstanding. The authorized capital stock of Sub consists of 100 shares of Common Stock, no par value, of which 100 shares are issued and outstanding in the name of X-ceed. All of the issued and outstanding shares of Sub are duly authorized, validly issued, fully paid and non-assessable. All of the issued and outstanding shares of X-ceed's Common Stock are duly authorized, validly issued, fully paid and non assessable. There are no preemptive rights on the part of any holder of any class of securities of X-ceed or any of its subsidiaries, including Sub, and no options, warrants, conversion or other rights, agreements, or commitments of any kind obligating X-ceed or any of its subsidiaries, including Sub, contingently or otherwise, to issue or sell any shares of its capital stock of any class or any securities convertible into or exchangeable for any such shares and no authorization therefor has been given, except as set forth on Schedule 4(a)(3).
(4) This Agreement has been duly executed and delivered by X-ceed and Sub and constitutes the legal, valid and binding obligation of X-ceed and Sub, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or laws affecting the rights and remedies of creditors generally, and by general principles of equity. The execution, de...
Corporate. Each Ensec Company is a corporation duly organized, validly existing and in good standing under the Laws under which it was incorporated. Each Ensec Company is qualified to do business as a foreign corporation in any jurisdiction where it is required to be so qualified, except where the failure to so qualify would not have a Material Adverse Effect. The Charter Documents and bylaws of each Ensec Company (all of which have been delivered or made available to Sensec) have been duly adopted and are current, correct and complete. Each Ensec Company has all necessary corporate power and authority to own, lease and operate its part of the Ensec Assets and to carry on its part of the Ensec Business as it is now being conducted.
Corporate. Each Sensec Company is a corporation duly organized, validly existing and in good standing under the Laws under which it was incorporated. Each Sensec Company is qualified to do business as a foreign corporation in any jurisdiction where it is required to be so qualified, except where the failure to so qualify would not have a Material Adverse Effect. The Charter Documents and bylaws of Sensec and of each Sensec Company (which have been delivered to Ensec and Sentech) have been duly adopted and are current, correct and complete. Each Sensec Company has all necessary corporate power and authority to own, lease and operate its part of the Sensec Assets and to carry on its part of the Sensec Business as it is now being conducted.