Corporate Organization; Good Standing. WFB is a national banking association duly organized, validly existing and in good standing under the laws of the US. WFB has the requisite corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted. TransFirst Holdings, Inc. is a corporation validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted.
Corporate Organization; Good Standing. Corporate Information...
Corporate Organization; Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of Indiana; and Buyer has the corporate power to enter into this Agreement and to carry out the transactions contemplated hereby.
Corporate Organization; Good Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, is duly qualified and authorized to do business in the Commonwealth of Pennsylvania and has full power, authority and legal right to execute and deliver and to perform and observe the provisions of this Agreement and the Closing Documents to which it is a party and otherwise to carry out the transactions contemplated hereunder and thereunder.
Corporate Organization; Good Standing. (a) Each Significant Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease or otherwise hold its properties and to carry on that part of the Businesses conducted by it. Each Significant Subsidiary is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. Seller has caused true, complete and correct copies of the charter documents, each as in effect on the date hereof, and the minute books and similar corporate records of each Significant Subsidiary to be delivered or otherwise made available to Purchaser.
(b) Section 5.1.1 of the PDM Disclosure Schedule sets forth for each Significant Subsidiary its jurisdiction of organization, capitalization and percentage of outstanding capital stock owned by Seller or another subsidiary of Seller. Except as set forth in Section 5.1.1 of the PDM Disclosure Schedule, Seller directly or indirectly owns all of the outstanding capital stock of each Significant Subsidiary free and clear of any Lien, claim, option, right of first refusal, agreement limitation or restriction of any kind; Seller has full voting power over such capital stock subject to no proxy, shareholders agreement or voting trust. Upon consummation of the transactions contemplated by this Agreement, Seller will transfer to Purchaser good title to all outstanding capital stock of each Significant Subsidiary free and clear of any Lien.
Corporate Organization; Good Standing. Intermedia is a corporation ------------------------------------- duly organized, validly existing and in good standing under the laws of the State of Delaware, and has been duly qualified as a foreign corporation and is in good standing under the laws of each jurisdiction in which it conducts its business or owns or leases its assets.
Corporate Organization; Good Standing. Digex is a corporation duly ------------------------------------- organized, validly existing and in good standing under the laws of the State of Delaware, and has been duly qualified as a foreign corporation and is in good standing under the laws of each jurisdiction in which it conducts its business or owns or leases its assets.
Corporate Organization; Good Standing. True, correct and complete copies of the Company's Certificate of Incorporation, as amended, or Articles of Incorporation, as the case may be and By-Laws of each of the Company and any Subsidiary, certified by an Officer of the Company, are attached as Exhibit 4.1. The Company:
4.1.1 is a corporation duly organized, validly existing and in good standing under the laws of the State of Iowa. Attached hereto as Schedule 4.1.1 of the Disclosure Schedules is a list of the Subsidiaries of the Company, if any, setting forth the authorized and issued capital stock and ownership interest of each of such Subsidiaries;
4.1.2 and each of its Subsidiaries has all requisite power and authority and all necessary licenses and permits to own and operate its properties and to carry on its business as now conducted and to enter into and perform its obligations under this Agreement, and the transactions contemplated hereby; and
4.1.3 and each of its Subsidiaries, except as set forth on Schedule 4.1.3 of the Disclosure Schedules, has duly qualified and are authorized to do business and are in good standing as a foreign corporation in each jurisdiction where the nature and conduct of its business requires. Schedule 4.1.3 of the Disclosure Schedules sets forth each jurisdiction in which the Company is authorized to do business as a foreign corporation.
Corporate Organization; Good Standing. True, correct and complete copies of the Buyer's Articles of Incorporation, as amended, and By-Laws, certified by the Secretary of the Buyer, are attached as Exhibit 5.1. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of New Hampshire, with corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Buyer is qualified to do business as a foreign corporation in each jurisdiction where such qualification is necessary to conduct its business, except where any failure to be so qualified would not have a Material Adverse Effect.
Corporate Organization; Good Standing. It is a corporation that is duly organized, validly existing and in good standing under the laws of the State of Delaware. It is duly qualified as a foreign corporation to do business in the jurisdiction in which each of the Facilities is located, where such qualification is necessary to perform its obligations under this Agreement or any other Transaction Document.
