Corporate Existence; Good Standing; Corporate Authority. Basic is a corporation duly incorporated, validly existing and in good standing under the Applicable Laws of the State of Delaware. Holdings is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Basic is duly qualified to conduct business and is in good standing (to the extent such concept exists in the relevant jurisdiction) in each jurisdiction in which the ownership, operation or lease of its property or the nature of Basic’s business requires such qualification, except for jurisdictions in which any failures to be so qualified or to be in good standing, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Basic Material Adverse Effect. Basic and Holdings each have all requisite corporate power and authority to own or lease and operate their respective properties and assets and to carry on their businesses as they are currently being conducted. Basic has delivered to Grey Wolf true, accurate and complete copies of the Amended and Restated Certificate of Incorporation (including any and all Certificates of Designations) and the Amended and Restated Bylaws of Basic, each as amended to date (the “Basic Charter Documents”) and each Basic Charter Document is in full force and effect, has not been amended or modified and has not been terminated, superseded or revoked. Holdings has delivered to Grey Wolf true, accurate and complete copies of the Holdings Charter Documents and each Holdings Charter Document is in full force and effect, has not been amended or modified and has not been terminated, superseded or revoked. Basic is not in violation of the Basic Charter Documents. Holdings is not in violation of the Holdings Charter Documents.
Appears in 2 contracts
Samples: Merger Agreement (Basic Energy Services Inc), Merger Agreement (Grey Wolf Inc)
Corporate Existence; Good Standing; Corporate Authority. Basic Grey Wolf is a corporation duly incorporated, validly existing and in good standing under the Applicable Laws of the State of DelawareTexas. Holdings is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Basic Grey Wolf is duly qualified to conduct business and is in good standing (to the extent such concept exists in the relevant jurisdiction) in each jurisdiction in which the ownership, operation or lease of its property or the nature of BasicGrey Wolf’s business requires such qualification, except for jurisdictions in which any failures to be so qualified or to be in good standing, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Basic Grey Wolf Material Adverse Effect. Basic Grey Wolf and Holdings each have all requisite corporate power and authority to own or lease and operate their respective properties and assets and to carry on their businesses as they are currently being conducted. Basic Grey Wolf has delivered to Grey Wolf Basic true, accurate and complete copies of the Amended and Restated Certificate Articles of Incorporation (including any and all Certificates of Designations) and the Amended and Restated Bylaws of BasicGrey Wolf, each as amended to date (the “Basic Grey Wolf Charter Documents”) ), and each Basic Grey Wolf Charter Document is in full force and effect, has not been amended or modified and has not been terminated, superseded or revoked. Holdings has delivered to Grey Wolf Basic true, accurate and complete copies of its Certificate of Incorporation and Bylaws, each as amended to date (the “Holdings Charter Documents Documents”) and each Holdings Charter Document is in full force and effect, has not been amended or modified and has not been terminated, superseded or revoked. Basic Grey Wolf is not in violation of the Basic Grey Wolf Charter Documents. Holdings is not in violation of the Holdings Charter Documents.
Appears in 2 contracts
Samples: Merger Agreement (Grey Wolf Inc), Merger Agreement (Basic Energy Services Inc)
Corporate Existence; Good Standing; Corporate Authority. Basic Grey Wolf is a corporation duly incorporated, validly existing and in good standing under the Applicable Laws of the State of DelawareTexas. Holdings is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Basic Grey Wolf is duly qualified to conduct business and is in good standing (to the extent such concept exists in the relevant jurisdiction) in each jurisdiction in which the ownership, operation or lease of its property or the nature of BasicGrey Wolf’s business requires such qualification, except for jurisdictions in which any failures to be so qualified or to be in good standing, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Basic Grey Wolf Material Adverse Effect. Basic and Holdings each have Grey Wolf has all requisite corporate power and authority to own or lease and operate their respective its properties and assets and to carry on their businesses its business as they are it is currently being conducted. Basic Grey Wolf has delivered to Grey Wolf Precision true, accurate and complete copies of the Amended and Restated Certificate Articles of Incorporation (including any and all Certificates of Designations) ), as amended to date (the “Grey Wolf Charter”), and the Amended and Restated Bylaws of BasicGrey Wolf, each as amended to date (the “Basic Grey Wolf Bylaws,” and together with the Grey Wolf Charter, the “Grey Wolf Charter Documents”) ), and each Basic Grey Wolf Charter Document is in full force and effect, has not been amended or modified and has not been terminated, superseded or revoked. Holdings has delivered to Grey Wolf true, accurate and complete copies of the Holdings Charter Documents and each Holdings Charter Document is in full force and effect, has not been amended or modified and has not been terminated, superseded or revoked. Basic is not in violation of the Basic Charter Documents. Holdings is not in violation of the Holdings Grey Wolf Charter Documents.
Appears in 1 contract
Samples: Merger Agreement (Grey Wolf Inc)