Corporate Organization, Authorization, etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas and has all requisite corporate power and authority to conduct its business as it is now being conducted and to own or lease the properties and assets it now owns or holds under lease; to the Sellers' best knowledge, is duly qualified or licensed to do business and is in good standing in every other state of the United States and other jurisdictions where the character of its business or the nature of its properties make such qualification or licensing necessary, other than those in which the failure to be so qualified would not have a material adverse effect on the current financial condition, business, or operations of the Company. The Company has delivered to Purchaser true, correct and complete copies of the Articles of Incorporation, as amended to date and certified by the Texas Secretary of State, and Bylaws, as amended to date, of the Company.
Corporate Organization, Authorization, etc. (a) Zenith is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and ZIC is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and they each have full corporate power and authority to conduct their businesses as they are now being conducted and to own or lease the properties and assets they now own or hold under lease and are duly qualified or licensed to do business and are in good standing as foreign corporations in each jurisdiction where the nature of its business is sufficiently material to make such qualification necessary.
Corporate Organization, Authorization, etc. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Texas and has full corporate power and authority to conduct its business as it is now being conducted and to own or lease the properties and assets it now owns or holds under lease. The Company has full corporate power and authority to enter into this Agreement and, subject to the requisite approval of its Shareholders, to consummate the transactions contemplated herein. This Agreement has been duly executed and delivered by the Company and, subject to such approval, is a valid and binding agreement of the Company in accordance with its terms, subject to laws relating to creditors’ rights generally.
Corporate Organization, Authorization, etc. The Interim Company is a Texas corporation and has full corporate power and authority to enter into this Agreement and, subject to the approval of its sole shareholder, to consummate the transactions contemplated herein. This Agreement has been duly executed and delivered by the Interim Company and, subject to such approval, is a valid and binding agreement of the Interim Company in accordance with its terms, subject to laws relating to creditors’ rights generally.
Corporate Organization, Authorization, etc. CENTURY is an ------------------------------------------ Oklahoma corporation duly organized, validly existing and in good standing under the laws of the State of Oklahoma and has full corporate power and authority to conduct its business as it is now being conducted and to own or lease the properties and assets it now owns or holds under lease; is duly qualified or licensed to do business and is in good standing in every other state of the United States and other jurisdictions where the character of its business or the nature of its properties makes such qualification or licensing necessary. XXXXXXX has full power and authority to enter into this Agreement, to consummate the transactions contemplated herein. This Agreement has been duly executed and delivered by XXXXXXX and, is a valid and binding agreement of XXXXXXX in accordance with its terms, subject to laws relating to creditors' rights generally. CENTURY will deliver to BANCFIRST true, accurate and complete copies of the currently effective Certificate of Incorporation and Bylaws of CENTURY, as well as certified resolutions approving the execution and delivery of the Agreement.
Corporate Organization, Authorization, etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to conduct its business as it is now being conducted and to own or lease the properties and assets it now owns or holds under lease. The Company is duly registered, licensed and qualified to do business in the states of the United States and foreign jurisdictions where its ownership or leasing of property or the conduct of its business requires such registration, licensing or qualification (including, but not limited to, licensing or registration as a broker-dealer, investment adviser, municipal securities dealer, government securities dealer, insurance agency, insurance broker, or insurance advisor) and where the failure to so qualify would have a material adverse effect on the Company and is a member or member organization in good standing of each self regulating organization ("SRO") in which membership is required by the nature of its business and where the failure to be a member or member organization would have a material adverse effect on the Company. Schedule 2.3 includes a complete schedule listing all jurisdictions in which it is licensed or registered and all SROs in which it is a member, member organization or participant, in each case indicating the specific entity that is licensed, registered or a member, member organization or participant, the nature of the license, registration or membership and (if applicable) the next renewal or expiration date of such license, registration or membership. The Company is duly registered, qualified to do business and in good standing as a broker-dealer with the Securities Exchange Commission (the "SEC"), and is a member organization in good standing of the NASD. True, correct and complete copies of the Articles of Incorporation, as amended to date, and Bylaws, as amended to date, of the Company, certified by its corporate secretary, as are now in effect are attached hereto as Schedule 2.3.
Corporate Organization, Authorization, etc. (a) GOLD is a corporation duly organized, validly existing and in good standing under the Laws of the State of Kansas and has full corporate power and authority to conduct its business as it is now being conducted and to own or lease the properties and assets it now owns or holds under lease; is duly qualified or licensed to do business and is in good standing in every jurisdiction where the character of its business or the nature of its properties makes such qualification or licensing necessary, except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on GOLD. GOLD has full corporate power and authority to enter into this Agreement, and, subject to shareholder approval, to consummate the transactions contemplated herein. This Agreement has been duly executed and delivered by GOLD and, is a valid and binding agreement of GOLD enforceable against GOLD in accordance with its terms, subject to Laws relating to bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and subject to the approval of the shareholders as required by the Kansas General Corporation Code and the approvals described in Section 2.4, the consummation by GOLD of the Merger has been duly authorized by all necessary corporate action. GOLD is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. GOLD has heretofore delivered to SILVER true, accurate and complete copies of the Articles of Incorporation and By-Laws of GOLD as in effect as of the date of this Agreement.
Corporate Organization, Authorization, etc. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to conduct its business as it is now being conducted and to own or lease the properties and assets it now owns or holds under lease. The Company has full corporate power and authority to enter into this Agreement and, subject to the requisite approval of its Stockholders, to consummate the transactions contemplated herein. This Agreement has been duly executed and delivered by the Company and, subject to such approval, is a valid and binding agreement of the Company in accordance with its terms, subject to laws relating to creditors' rights generally.
Corporate Organization, Authorization, etc. At the Effective Time, MergerCorp shall be a corporation duly incorporated, validly existing and in a good standing under the laws of the State of Delaware and have full corporate power and authority to conduct its business as it is then being conducted and to own or lease the properties and assets it owns or holds under lease. MergerCorp has full corporate power to enter into this Agreement and, subject to the approval of its sole stockholder, to consummate the transactions completed herein. This Agreement has been duly executed and delivered by MergerCorp and, subject to such approval, is a valid and binding agreement of MergerCorp in accordance with its terms, subject to laws relating to creditors' rights generally.
Corporate Organization, Authorization, etc. (a) TARGET is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has full corporate power and authority to conduct its business as it is now being conducted and to own or lease the properties and assets it now owns or holds under lease; is duly qualified or licensed to do business and is in good standing in every other state of the United States and other jurisdictions where the character of its business or the nature of its properties makes such qualification or licensing necessary except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on TARGET. TARGET has full corporate power and authority to enter into this Agreement, and subject to the approval of the shareholders as required by the Delaware General Corporation Law and subject to the approvals described in Section 2.4, to consummate the transactions contemplated herein and therein; and this Agreement has been duly executed and delivered by TARGET and subject to such approvals is a valid and binding agreement of TARGET in accordance with its terms, subject to Laws relating to creditors’ rights generally and, subject to such approvals, the consummation by TARGET of the Merger has been duly authorized by all necessary corporate action. TARGET has heretofore delivered to AHI and ACQUISITION true, accurate and complete copies of the currently effective Certificate of Incorporation and By-Laws of TARGET.
