Corporate Organization; Related Entities. (a) The Company is a corporation duly organized, validly existing and 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 carry on its business as it is presently being conducted. Schedule 4.1(a) lists, and the Company is duly qualified as a foreign corporation to do business and is in good standing in, every jurisdiction where the character of the Company's properties (owned or leased) or the nature of its activities makes such qualification necessary, except for failures, if any, to be so qualified which would not in the aggregate have a Company Material Adverse Effect (as hereinafter defined).
(b) Schedule 4.1(b) lists all of the Subsidiaries of the Company which would be required to be set forth as an exhibit to the Company's Annual Report on Form 10-K pursuant to the rules and regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (the "Company Subsidiaries"). Each Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation and has the corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted, except for failures, if any, to be so organized, validly existing or in good standing or to have such corporate power and authority which would not in the aggregate have a Company Material Adverse Effect.
(c) The copies of the Certificate of Incorporation and By-Laws of the Company heretofore delivered to Parent are complete and correct copies of such instruments as presently in effect.
(d) Except as set forth on Schedule 4.1(d), as used in this Agreement, any reference to any event, change, circumstance or effect having a "Company Material Adverse Effect" shall mean that such event, change, circumstance or effect is, individually or in the aggregate, materially adverse to the business, operations, properties, assets (including intangible assets), liabilities (including contingent liabilities), condition (financial or other) or results of operations of the Company and any of its Subsidiaries taken as a whole or to the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement, other than any event, change, circumstance or effect relating to or resulting from: (i) general changes in the industries in which the Company operates its bu...
Corporate Organization; Related Entities. SkyTerra is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted. SkyTerra is duly qualified to do business as a foreign corporation, and is in good standing, in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for failures, if any, to be so qualified which individually or in the aggregate have not had and could not reasonably be expected to have a SkyTerra Material Adverse Effect. The copies of the certificate of incorporation and bylaws of SkyTerra heretofore made available to Blocker Corporation are complete and current copies of such instruments as presently in effect. A “SkyTerra Material Adverse Effect” means a material adverse effect respecting (a) the business, assets and liabilities (taken together) or financial condition of SkyTerra and its subsidiaries on a consolidated basis or (b) the ability of SkyTerra to consummate the transactions contemplated by this Agreement or fulfill the conditions to Closing set forth herein, except to the extent (in the case of either clause (a) or clause (b) above) that such adverse effect results from (i) general economic, regulatory or political conditions or changes therein in the United States or the other countries in which such party operates; (ii) financial or securities market fluctuations or conditions; or (iii) changes in, or events or conditions affecting, the wireless telecommunications industry generally.
Corporate Organization; Related Entities. SkyTerra is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted. SkyTerra is duly qualified to do business as a foreign corporation, and is in good standing, in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for
Corporate Organization; Related Entities. Each of Motient and Sub are corporations duly organized, validly existing and in good standing under the laws of the State of Delaware and both Motient and Sub have the requisite corporate power and authority to own or lease their respective properties and to carry on their respective businesses as they are presently being conducted. Each of Motient and Sub is duly qualified to do business as a foreign corporation, and is in good standing, in each jurisdiction in which the ownership of their respective properties or the conduct of their respective business requires such qualification, except for failures, if any, to be so qualified which individually or in the aggregate have not had and could not reasonably be expected to have a Motient Material Adverse Effect. The copies of the certificates of incorporation and bylaws of Motient and Sub heretofore made available to SkyTerra are complete and current copies of such instruments as presently in effect. A “Motient Material Adverse Effect” means a material adverse effect respecting the ability of Motient to consummate the transactions contemplated by this Agreement or fulfill the conditions to Closing set forth herein, except to the extent that such adverse effect results from (i) general economic, regulatory or political conditions or changes therein in the United States or the other countries in which such party operates; (ii) financial or securities market fluctuations or conditions; or (iii) changes in, or events or conditions affecting, the wireless telecommunications industry generally.
Corporate Organization; Related Entities. (a) The Company is a corporation duly organized, validly existing and 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 carry on its business as it is presently being conducted. Schedule 4.1(a) lists, and the Company is duly qualified as a foreign corporation to do business and is in good standing in, every jurisdiction where the character of the Company's properties (owned or leased) or the nature of its activities makes such qualification necessary, except for failures, if any, to be so qualified which would not in the aggregate have a Company Material Adverse Effect (as hereinafter defined).
(b) Schedule 4.1(b) lists all of the Subsidiaries of the Company which would be required to be set forth as an exhibit to the Company's Annual Report on Form 10-K pursuant to the rules and regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (the "Company Subsidiaries"). Each Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its
Corporate Organization; Related Entities. SkyTerra is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted. SkyTerra is duly qualified to do business as a foreign corporation, and is in good standing, in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for failures, if any, to be so qualified which individually or in the aggregate have not had and could not reasonably be expected to have a SkyTerra Material Adverse Effect (as defined below). The copies of the certificate of incorporation and bylaws of SkyTerra on file with the Securities and Exchange Commission ("SEC") are complete and current copies of such instruments as presently in effect. A “SkyTerra Material Adverse Effect” means a material adverse effect respecting (a) the business, assets and liabilities (taken together) or financial condition of SkyTerra and its subsidiaries on a consolidated basis or (b) the ability of SkyTerra to consummate the transactions contemplated by this Agreement or fulfill the conditions to Closing set forth herein.
Corporate Organization; Related Entities. BCE is a business corporation duly organized, validly existing and in good standing under the laws of Canada and TMI Delaware is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, and both BCE and TMI Delaware have the requisite power and authority to own or lease their respective properties and to carry on their respective businesses as they are presently being conducted. Each of BCE and TMI Delaware is
Corporate Organization; Related Entities. (a) DAHI is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri and has the corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted. DAHI is duly qualified or licensed as a foreign corporation to do business and is in good standing in, every jurisdiction where the character of DAHI's properties (owned or leased) or the nature of its activities makes such qualification or licensure necessary, except for failures, if any, to be so qualified or licensed which would not in the aggregate have a DAHI Material Adverse Effect (as hereinafter defined).
(b) Except as set forth on Schedule 3.1(b), DAHI does not own, directly or indirectly, any capital stock of any corporation or have any direct or indirect equity or ownership interest of any kind in any business, joint venture, partnership or other entity.
(c) The copies of the Articles of Incorporation and By-Laws of DAHI heretofore delivered to Draxis are complete and correct copies of such instruments as presently in effect.
(d) As used in this Agreement, any reference to any event, change or effect having a "DAHI Material Adverse Effect" shall mean that such event, change or effect is, individually or in the aggregate, materially adverse to the business, operations, prospects, properties, assets (including intangible assets), liabilities (including contingent liabilities), condition (financial or other) or results of operations of DAHI or to the ability of DAHI to consummate the Mandatory Share Exchange and the other transactions contemplated by this Agreement.
Corporate Organization; Related Entities. (a) Sunshine is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri and has the corporate power and authority to own or lease its properties and to carry on its business, as it is presently being conducted. Sunshine is duly qualified or licensed as a foreign corporation to do business, and is in good standing in, every jurisdiction where the character of Sunshine's properties (owned or leased) or the nature of its activities makes such qualification or licensure necessary except where non-qualification would not reasonably be expected to have a Material Adverse Effect.
(b) Sunshine does not own, directly or indirectly, any capital stock of any corporation or have any direct or indirect equity or ownership interest of any kind in any business, joint venture, partnership or other entity.
(c) The copies of the Articles of Incorporation and Bylaws of Sunshine heretofore delivered to Derma Sciences are complete and correct copies of such instruments as presently in effect.
(d) As used in this Article III, any reference to any event, change or effect having a "Material Adverse Effect" shall mean that such event, change or effect is, individually or in the aggregate, materially adverse to the business, operations, prospects, properties, assets (including intangible assets), liabilities (including contingent liabilities), condition (financial or other) or results of operations of Sunshine or to the ability of Sunshine to consummate the transactions contemplated by this Agreement.
Corporate Organization; Related Entities. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and has the corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted. Schedule 4.1(a) lists, and the Company is duly qualified 8 16 or licensed as a foreign corporation to do business and is in good standing in, every jurisdiction where the character of the Company's properties (owned or leased) or the nature of its activities makes such qualification or licensure necessary, except for failures, if any, to be so qualified or licensed which would not in the aggregate have a Company Material Adverse Effect (as hereinafter defined).
(b) Except as set forth on Schedule 4.1(b), the Company does not own, directly or indirectly, any capital stock of any corporation or have any direct or indirect equity or ownership interest of any kind in any business, joint venture, partnership or other entity.
(c) The copies of the Articles of Incorporation and By-Laws of the Company heretofore delivered to Parent are complete and correct copies of such instruments as presently in effect.
(d) As used in this Agreement, any reference to any event, change or effect having a "COMPANY MATERIAL ADVERSE EFFECT" shall mean that such event, change or effect is, individually or in the aggregate, materially adverse to the business, operations, prospects, properties, assets (including intangible assets), liabilities (including contingent liabilities), condition (financial or other) or results of operations of the Company or to the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement.
