Corporate Organization; Authorization. (a) Each of Nextel and Merger Sub has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own or lease its properties and to conduct its business as it is now being conducted.
Corporate Organization; Authorization. (a) MCCAC has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Iowa and has the corporate power and authority to own or lease its properties and to conduct its business as it is now being conducted.
Corporate Organization; Authorization. (a) The Company is duly incorporated and validly existing under Singapore law and has all requisite corporate power and authority to carry on its business as now conducted and to own or lease its property and assets and is not in receivership, judicial management or liquidation. The Company is duly qualified or licensed to do business as a foreign company in good standing in each jurisdiction (i) listed in Schedule 3.1(a), and (ii) in which the conduct of its business or the ownership or leasing of its property require such qualification. The Company has full corporate power and authority to own and operate its respective properties and to carry on its respective business as now conducted and currently proposed to be conducted. The Company has Made Available to Buyer true, accurate, complete and correct copies of its organizational documents (including its certificate of incorporation or analogous document and memorandum and articles of association containing full details of the rights and restrictions attached to the share capital of the Company), each as amended to date and in full force and effect on the date hereof, and no amendments to any such organizational documents have been approved or proposed. Copies of all the resolutions and agreements (including without limitation, shareholders’ agreements, voting agreements, etc.) required by applicable Law to be annexed to or incorporated in the constitutive documents of the Company are annexed or incorporated thereto. The Company has complied with its memorandum and articles of association and other constitutive documents in all respects and none of the activities, agreements, commitments or rights of the Company is ultra xxxxx or unauthorized. All governmental, statutory and other approvals, licenses, orders and authorizations which were necessary or desirable in connection with the incorporation of the Company, the allotment or transfer of shares in the Company to the present and former holders thereof, the appointment of directors and officers of the Company, were duly obtained, complied with and are in full force and effect, and no such approval, license, order or authorization will be revoked, suspended, varied or cancelled.
Corporate Organization; Authorization. (a) The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all corporate requisite power and authority to carry on its business as now conducted and to own or lease its properties and assets. The Company is duly qualified or licensed to do business as a foreign company in good standing in each state of the United States and in each foreign jurisdiction in which the conduct of its business or the ownership or leasing of its properties require such qualification.
Corporate Organization; Authorization. The Company is duly incorporated, validly existing and in good standing as a corporation under the laws of the State of Montana and has full corporate power and authority to enter into this Agreement and to issue and sell the Securities, including the shares of Common Stock issuable upon exercise or conversion of the Warrant. This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms.
Corporate Organization; Authorization. The Company is duly incorporated, validly existing and in good standing as a corporation under the laws of the State of Washington and has full corporate power and corporate authority to conduct all of the activities conducted by it as contemplated by this Agreement. This Agreement has been duly authorized, executed, and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms.
Corporate Organization; Authorization. (a) The Company and the Subsidiaries are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and have all requisite corporate power and authority to carry on their respective businesses as now conducted and to own or lease and operate their respective property and assets. The Company and the Subsidiaries are duly qualified or licensed to do business as foreign companies in good standing in each state of the United States and in each foreign jurisdiction in which the conduct of their respective businesses or the ownership or leasing of their respective property require such qualification, except where such noncompliance would not have a Material Adverse Effect. Schedule 3.1 correctly lists with respect to the Company and the Subsidiaries its jurisdiction of incorporation, each jurisdiction in which it is qualified to do business as a foreign corporation and its respective directors and executive officers. The Company has delivered to the Buyer complete and correct copies of the respective charters and bylaws of the Company and the Subsidiaries as now in effect.
Corporate Organization; Authorization. (a) The Company and the Subsidiaries are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and have all requisite power and authority (corporate or otherwise) to carry on their respective businesses as now conducted and to own or lease their respective properties and assets. The Company and the Subsidiaries are duly qualified or licensed to do business as a foreign company in good standing in each state of the United States and in each foreign jurisdiction in which the conduct of their respective businesses or the ownership or leasing of their respective properties require such qualification, other than jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. SCHEDULE 3.1 hereto sets forth a true and complete list of all jurisdictions in which the Company and the Subsidiaries are qualified or licensed to do business as a foreign company.
Corporate Organization; Authorization. (a) The Company has the requisite power and authority to execute and deliver this Agreement and all agreements, documents and instruments executed and delivered by the Company in connection with the transactions contemplated by this Agreement (the "Company Ancillary Agreements") and to fully perform its respective obligations hereunder and thereunder, and the execution and delivery of this Agreement and the Company Ancillary Agreements by the Company and the Company's performance of the transactions contemplated herein and therein have been duly authorized by all requisite corporate and shareholder action. Pursuant to that certain unanimous consent in writing dated June 15, 1999, a certified copy of which is attached as Schedule
Corporate Organization; Authorization. (a) As of the Closing Date, the Company will have all requisite power and authority to execute and deliver this Agreement and all agreements, documents and instruments executed and delivered by the Company in connection with the transactions contemplated by this Agreement (the "Company Ancillary Agreements") and to fully perform its obligations hereunder and thereunder, and the execution and delivery of this Agreement and the Company Ancillary Agreements by the Company and the Company's performance of the transactions contemplated herein and therein will have been duly authorized by all requisite corporate and shareholder action. As of the date of this Agreement, (i) the Company has the corporate power and authority to execute and deliver this Agreement and the Company Ancillary Agreements contemplated to be executed on the date of this Agreement, and (ii) subject only to those obligations and transactions contemplated hereby and thereby which require shareholder approval, the obligations and transactions contemplated hereby and thereby have been authorized by all requisite corporate action. The Board of Directors of Company has, as of the date of this Agreement, determined unanimously that this Agreement and the Merger is fair to, and in the best interests of, the Company and its Shareholders, and has resolved to recommend that the Shareholders of the Company approve this Agreement. Company has received an opinion from Piper Jaffray Inc. to the effect xxxx xx xx xxe date hereof, the consideration to be received by Company shareholders in the Merger is fair from a financial point of view and will deliver to Parent a copy of such written opinion.
