Corporate Organization; Requisite Authority to Conduct Business. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has full corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; and this Agreement has been duly authorized and approved by its Board of Directors and no further action on the part of the Company is necessary to authorize the execution and delivery by it of, and the performance of its obligations under, this Agreement. There are no corporate, contractual, statutory or other restrictions of any kind upon the power and authority of the Company to execute and deliver this Agreement and to consummate the transactions contemplated hereunder and no action, waiver or consent by any governmental entity is necessary to make this Agreement a valid instrument binding upon the Company in accordance with its terms.
Corporate Organization; Requisite Authority to Conduct Business. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Buyer has provided the Sellers with true and complete copies of its certificate of incorporation (certified by the Secretary of State of the State of Delaware) and By-laws (certified by the Secretary of the Buyer) as in effect on the date hereof. The Buyer has full corporate power and authority to enter into the Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby; and each of the Agreements has been duly authorized and approved by its Board of Directors and no further action on the part of the Buyer is necessary to authorize the execution and delivery by it of, and the performance of its obligations under, the Agreements. There are no corporate, contractual, statutory or other restrictions of any kind upon the power and authority of the Buyer to execute and deliver the Agreements and to consummate the transactions contemplated hereunder and thereunder and no action, waiver or consent by any Governmental Authority is necessary to make the Agreements valid instruments binding upon the Buyer in accordance with their respective terms.
Corporate Organization; Requisite Authority to Conduct Business. Seller is a company duly organized, validly existing and in good standing under the laws of the Cayman Islands. Seller has full corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; and no further action on the part of Seller is necessary to authorize the execution and delivery by it of, and the performance of its obligations under, this Agreement. There are no corporate, contractual, statutory or other restrictions of any kind upon the power and authority of Seller to execute and deliver this Agreement and to consummate the transactions contemplated hereunder and the Seller is not aware of any action, waiver or consent by any governmental entity that is necessary to make this Agreement a valid instrument binding upon Seller in accordance with its terms.
Corporate Organization; Requisite Authority to Conduct Business. ARTICLES OF INCORPORATION AND BY-LAWS. PTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. PTI has heretofore provided the Buyer with true and complete copies of its Articles of Incorporation (certified by the Secretary of State of the State of Florida) and By-laws (certified by the Secretary of PTI) as in effect on the date hereof. PTI is not in default under or in violation of any provision of its Articles of Incorporation or By-laws. The minute books of PTI heretofore made available for inspection and copying by the Buyer and its representatives contain true and complete records of all meetings and consents in lieu of meeting of PTI's Board of Directors (and committees thereof) and of PTI's shareholders since the incorporation of PTI, which accurately reflect all transactions referred to in such minutes and consents in lieu of meeting. The stock certificate and stock record books of PTI heretofore made available for inspection and copying by the Buyer are correct and complete. PTI has all corporate power and authority to own, operate and lease its properties and to carry on its business as the same is now being conducted. PTI is duly qualified or licensed to do business and is in good standing as a foreign corporation in those jurisdictions listed on Schedule 2.1 hereto, which are all of the jurisdictions in which the conduct of its business or the ownership or leasing of its properties requires it to be so qualified or licensed, except for such jurisdictions where the failure to be qualified or licensed would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on PTI or the conduct of its business.
Corporate Organization; Requisite Authority to Conduct Business. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Connecticut. Hi-Rise is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. On or prior to the Closing, each of Buyer and Hi-Rise will have full corporate power and authority to enter into this Agreement, the DeVivo Employment Agreement, xxx Xxase and the Guaranty of the Lease executed by Hi-Rise in favor of M. DeVivo (the "Lease Guarantx") (xxxxectively, the "Buyer's Documents") to which it is to be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Buyer's Documents have been or will be on or prior to the Closing duly authorized and approved by Buyer's and Hi-Rise's Board of Directors and no further action on the part of Buyer or Hi-Rise will be necessary to authorize the execution and delivery by either of them of, and the performance of their respective obligations under, the Buyer's Documents. There are no corporate, contractual, statutory or other restrictions of any kind upon the power and authority of Buyer or Hi-Rise to execute and deliver the Buyer's Documents and to consummate the transactions contemplated hereunder and thereunder and no action, waiver or consent by any Governmental Authority is necessary to make this Agreement a valid instrument binding upon Buyer in accordance with its terms.
Corporate Organization; Requisite Authority to Conduct Business. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Corporate Organization; Requisite Authority to Conduct Business. ARTICLES OF INCORPORATION AND BY-LAWS. HCCI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. HCCI has provided the Buyer with true and complete copies of the certificate of incorporation of HCCI (certified by the Secretary of State of the State of Delaware) and By-laws of HCCI (certified by the Secretary of HCCI) as in effect on the date hereof. Prior to the Closing, the minute books of HCCI will be delivered to the Buyer, and will contain true and complete records of all meetings and consents in lieu of meeting of HCCI's Board of Directors and of HCCI's shareholders since the incorporation of such entity, which accurately reflect in all material respects all transactions referred to in such minutes and consents in lieu of meeting. HCCI has all corporate power and authority to own, operate and lease its properties and to carry on its business as the same is now being conducted, except where the failure to have such power and authority would not have a Material Adverse Effect on HCCI. HCCI is duly qualified or licensed to do business and is in good standing as a foreign corporation in every jurisdiction in which the conduct of its business or the ownership or leasing of its properties requires it to be so qualified or licensed, except where the failure to be so qualified or licensed would not have a Material Adverse Effect on HCCI. Schedule 3.1 hereto contains a listing of each such foreign jurisdiction with respect to HCCI.
Corporate Organization; Requisite Authority to Conduct Business. CERTIFICATE OF INCORPORATION AND BY-LAWS. Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; NGTH is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Buyer has provided HCCI with true and complete copies of the certificate of incorporation (certified by the Secretary of State of the State of Delaware and By-laws of each of the NGTH Companies (certified by the respective Secretary of each of the NGTH Companies) as in effect on the date hereof. Each of the NGTH Companies has all corporate power and authority to own, operate and lease its properties and to carry on its business as the same is now being conducted, except where the failure to have such power and authority would not have a Material Adverse Effect on any of the NGTH Companies. Each of the NGTH Companies is duly qualified or licensed to do business and is in good standing as a foreign corporation in every jurisdiction in which the conduct of its business or the ownership or leasing of its properties requires it to be so qualified or licensed, except where the failure to be so qualified or licensed would not have a Material Adverse Effect on the NGTH Companies.
Corporate Organization; Requisite Authority to Conduct Business. Articles of Incorporation and Bylaws. i360 is a corporation duly organized, validly existing and in good standing under the laws of the State of Utah. i360 has provided InfoCast with true and complete copies of its articles of incorporation (certified by the Secretary of State of the State of Utah) and Bylaws (certified by the Secretary of i360) in effect on the date hereof. Prior to the Closing, the minute books of i360 will be made available to InfoCast for inspection, and will contain true and complete records of all meetings and consents in lieu of meeting of i360's Board of Directors and of i360's stockholders since the incorporation of i360, which accurately reflect all transactions referred to in such minutes and consents in lieu of meeting. i360 has all corporate power and authority to own, operate and lease its properties and to carry on its business as the same is now being conducted. i360 is duly qualified or licensed to do business and is in good standing as a foreign corporation in every jurisdiction in which the conduct of its business or the ownership or leasing of its properties requires it to be so qualified or licensed except where the failure to be so duly qualified or licensed will not have a material adverse effect on i360's business.
Corporate Organization; Requisite Authority to Conduct Business. InfoCast is a corporation duly organized, validly existing and in good standing under the laws of Nevada. InfoCast has provided i360 with true and complete copies of its certificate of incorporation (certified by the Secretary of State of the State of Nevada and Bylaws (certified by the Secretary of InfoCast) as in effect on the date hereof. InfoCast has full corporate power and authority to own, operate and lease its properties and to carry on its business as the same is now being conducted. InfoCast is duly qualified or licensed to do business and is in good standing as a foreign corporation in every jurisdiction in which the conduct of its business or the ownership or leasing of its properties requires it to be so qualified or licensed except where the failure to be so duly qualified or licensed will not have a Material Adverse Effect on InfoCast's business.
