Corporate Existence; Capitalization. Such Borrower and each of its Subsidiaries is a corporation duly organized and in good standing under the laws of its state of incorporation as set forth on Schedule 6.1 and is duly qualified as a foreign corporation and in good standing in the states set forth on Schedule 6.1 and any and all other states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary, except for those jurisdictions in which the failure so to qualify could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All of the outstanding capital stock of such Borrower has been duly and validly issued, and is fully paid and nonassessable. None of the shares of such Borrower has been issued in violation of, or is subject to, any preemptive or subscription rights. Except as set forth on Schedule 6.1, there are no outstanding rights, options, warrants or agreements for the purchase of, or the sale or issuance by such Borrower of, any capital stock of such Borrower or securities convertible into or exchangeable for capital stock of such Borrower as of the date hereof.
Corporate Existence; Capitalization. (a) Each of the Corporations (i) is duly incorporated and in good standing under the laws of its jurisdiction of incorporation, and (ii) is duly qualified and in good standing as a foreign corporation under the laws of all states where the nature and extent of the business to be transacted by it or assets to be owned by it makes such qualification necessary, except those states in which the failure to qualify or be in good standing is not reasonably likely to have a Material Adverse Effect.
Corporate Existence; Capitalization. (a) Each of Borrower and each Subsidiary: (i) is a corporation duly organized, legally existing and in good standing under the laws of the jurisdiction of its incorporation or legal existence; (ii) has all requisite corporate power, and has all material governmental permits, licenses, authorizations, consents and approvals necessary to own its Property and carry on its business as now being or as proposed to be conducted; and (iii) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify would have a Material Adverse Effect.
Corporate Existence; Capitalization. (A) Borrower is a corporation duly organized and in good standing under the laws of the State of New York and is duly qualified as a foreign corporation and in good standing in all of the jurisdictions where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary, except for those jurisdictions in which the failure so to qualify would not, individually or in the aggregate, have a material adverse effect on Borrower's financial condition, results of operations or business or the ability of Borrower to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party. Without limiting the generality of the foregoing, Borrower is qualified as a foreign corporation and in good standing in each of the states set forth on Schedule 6.1.
Corporate Existence; Capitalization. (a) Each of the Corporations (i) is duly incorporated and in good standing under the laws of its jurisdiction of incorporation, and (ii) is duly qualified and in good standing as a foreign corporation under the laws of all states where the nature and extent of the business to be transacted by it or assets to be owned by it makes such qualification necessary, except those states in which the failure to qualify or be in good standing is not reasonably likely to have a Material Adverse Effect. The state of incorporation of each Corporation, and all states in which each Corporation is qualified to do business as a foreign corporation, are listed on Schedule 4.1(a).
Corporate Existence; Capitalization. 8 SECTION 5.02 COMPLIANCE WITH LAWS............................................9 SECTION 5.03
Corporate Existence; Capitalization. Holdings, the Borrower and each of its Subsidiaries: (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is formed; (b) has all requisite power, and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted; and (c) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify could reasonably be expected to have a Material Adverse Effect. The authorized capital stock of Holdings consists solely of: 65,000,000 shares of Class A Common Stock, of which 16,073,403 shares are issued and outstanding as of the date of this Agreement; 5,000,000 shares of Class B Common Stock, of which 2,560,093 shares are issued and outstanding as of the date of this Agreement; and 10,000,000 shares of preferred stock, none of which is outstanding as of the date of this Agreement. In addition, Holdings has issued warrants (for nominal exercise price) to purchase an aggregate of 5,417,912 shares of common stock and unexercised employee stock options exercisable for an aggregate of 2,526,439 shares of common stock. Except for the warrants and the employee stock options described above neither Holdings nor the Borrower has any contracts (including options and warrants) obligating either of them to issue, sell, pledge, dispose of or encumber any shares of any class of its capital stock or other equity interest or any securities convertible, exercisable or exchangeable into any class of its capital stock or other equity interests. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights affecting the capital stock or other common equity interests of Holdings or the Borrower. On a
Corporate Existence; Capitalization. (a) The Company is a corporation duly organized and in good standing under the laws of Delaware and is duly qualified as a foreign corporation and in good standing under the laws of all jurisdictions where the nature and extent of the business to be transacted by it or assets owned or to be owned by it after the Closing Date makes such qualification necessary, except those jurisdictions in which the failure to qualify or be in good standing is not reasonably likely to have a Material Adverse Effect.
Corporate Existence; Capitalization
