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.
(b) The Company has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. The Board of Directors of the Company and the Sellers in their capacity as the sole stockholders of the Company have taken all action required to authorize the execution and delivery of this Agreement, the performance of the Company's obligations hereunder and the consummation of the transactions contemplated hereby. No other corporate proceedings on the part of the Company or any of the Subsidiaries are necessary to authorize the execution, delivery and performance by the Company of this Agreement. This Agreement is a valid and binding agreement of the Company, enforceable against it in accordance with its terms except (i) as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
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.
(b) Each of Nextel and Merger Sub has all necessary corporate power and authority to enter into this Agreement and to perform all of the obligations to be performed by it hereunder. The execution, delivery and performance of this Agreement by Nextel and Merger Sub have been duly authorized by Nextel and Merger Sub, respectively, and upon the execution and delivery hereof by Nextel and Merger Sub, this Agreement will constitute the valid and legally binding obligations of Nextel and Merger Sub, enforceable against each of them in accordance with its terms.
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.
(b) MCCAC has all necessary corporate power and authority to enter into this Agreement and to perform all of the obligations to be performed by it hereunder. The execution, delivery and performance of this Agreement by MCCAC have been duly authorized by MCCAC, and upon the execution and delivery hereof by MCCAC, this Agreement will constitute the valid and legally binding obligation of MCCAC, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency or other similar laws affecting creditors' rights generally or by equitable principles of general applicability with respect to the availability of equitable remedies.
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.
(b) Schedule 3.1(b) lists the directors and officers of the Company as of the date hereof.
(c) Schedule 3.1(c) contains a true, correct and complete list, as of the date of this Agreement, of every state or foreign jurisdiction in which the Company has employees or facilities or ...
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. (a) Each of Nextel and Acquisition 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.
(b) Each of Nextel and Acquisition Sub has all necessary corporate power and authority to enter into this Agreement and to perform all of the obligations to be performed by it hereunder. The execution, delivery and performance of this Agreement by Nextel and Acquisition Sub have been duly authorized by Nextel and Acquisition Sub, respectively, and upon the execution and delivery hereof by Nextel and Acquisition Sub, this Agreement will constitute the valid and legally binding obligations of Nextel and Acquisition Sub, enforceable against each of them in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency or other similar laws affecting creditors' rights generally, by equitable principles of general applicability with respect to the availability of equitable remedies, or by public policies applicable to securities law.
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.
(b) The Company has full corporate power and authority to enter into this Agreement and the Additional Agreements and to carry out the transactions contemplated hereby and thereby. The Board of Directors and stockholders of the Company have taken all action required to authorize the execution and delivery of this Agreement and the Additional Agreements, the performance of the Company’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby. No other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance by it of this Agreement and the Additional Agreements.
(c) This Agreement and the Additional Agreements to which it is a party have been duly executed and delivered by the Company and constitute legal, valid and binding obligations of the Company, enforceable against it in accordance with the terms of such agreements, except (i) as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
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 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
(a) hereto, the Board of Directors and Shareholders of Company have, 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, recommended that the shareholders of the Company approve this Agreement and irrevocably approved the Agreement and the Merger subject only to conditions precedent set forth in Article 8. Pursuant to such consent, (i) the Company has, in accordance with New York Law and other applicable law and its Certificate of Incorporation and Bylaws, convened a meeting of its shareholders (the "Company Shareholders Meeting") to consider and vote upon the Merger; (ii) the Board of Directors of the Company has recommended and declared advisable approval of this Agreement, the Certificate of Merger, the Merger and the other transactions contemplated hereby; and (iii) the shareholders of the Company have voted the requisite number of Company Shares for, or otherwise granted their approval of, the Merger, this Agreement, and the Certificate of Merger.
(b) Each of the Shareholders has the requisite power and capacity to execute and deliver this Agreement and all agreements, documents and instruments executed and delivered by such Shareholder in connection with the transactions contemplated by this Agreement (the "Shareholder Ancillary Agreements" and, together with the Shareholder Ancillary Agreements, the "Ancillary Agreements") and to fully perform his respective obligations hereunder and thereunder, and the execution and delivery of this Agreement.
(c) The Company is a corporation validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to own,...
Corporate Organization; Authorization. (a) Nextel 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.
(b) Nextel has all necessary corporate power and authority to enter into this Agreement and to perform all of the obligations to be performed by it hereunder. The execution, delivery and performance of this Agreement by Nextel has been duly authorized by Nextel, and upon the execution and delivery hereof by, respectively, Arch, PageNet SMR, SPV Holdings and SPV, this Agreement will constitute the valid and legally binding obligations of Nextel, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency or other similar laws affecting creditors' rights generally, or by equitable principles of general applicability with respect to the availability of equitable remedies.
