CORPORATE ORGANIZATION; REQUISITE AUTHORITY TO CONDUCT BUSINESS; ARTICLES OF INCORPORATION AND BY-LAWS. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. The Company has provided GST with true and complete copies of its Articles of Incorporation (certified by the Secretary of State of the State of Texas) and By-laws (certified by the Secretary of the Company) as in effect on the date hereof. Prior to the Closing, the minute books of the Company will be delivered to the Buyer and will contain true and complete records of all meetings and consents in lieu of meeting of the Company's Board of Directors and of the Company's shareholders since the incorporation of the Company, which accurately reflect in all material respects all transactions referred to in such minutes and consents in lieu of meeting. The Company 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. The Company 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 business, properties, assets, liabilities, condition (financial or otherwise), results of operations or net worth of the Company (a "Company Material Adverse Effect").
CORPORATE ORGANIZATION; REQUISITE AUTHORITY TO CONDUCT BUSINESS; ARTICLES OF INCORPORATION AND BY-LAWS. Millennium is a corporation duly incorporated and organized, validly existing and in good standing under the laws of Ontario. Millennium has provided the Buyer with true and complete copies of its articles of incorporation (certified by the appropriate official of its jurisdiction of incorporation) and by-laws (certified by the Secretary of Millennium) or appropriate equivalent documents as in effect on the date hereof. Prior to the Closing, the minute books of Millennium will be delivered to the Buyer, and will contain true and complete records of all meetings and consents in lieu of meeting of the Board of Directors and shareholders of Millennium since the date of such corporation's inception, which accurately reflect in all material respects all transactions referred to in such minutes and consents in lieu of meeting, except where such failure would not cause a Millennium Material Adverse Effect (as defined below). Millennium 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, and 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, individually or in the aggregate, will not have a material adverse effect on the business, properties, prospects, assets, liabilities, financial condition or operations of Millennium, taken as a whole (a "Millennium Material Adverse Effect"). Millennium is a closely held issuer as that term is defined in the Securities Act (Ontario) and the rules made pursuant thereto.
CORPORATE ORGANIZATION; REQUISITE AUTHORITY TO CONDUCT BUSINESS; ARTICLES OF INCORPORATION AND BY-LAWS. Each of the Call America Companies is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Call America has provided the Buyer with true and complete copies of the articles of incorporation of each of the Call America Companies (certified by the Secretary of State of the State of California) and By-laws of each of the Call America Companies (certified by the respective Secretary of each of the Call America Companies) as in effect on the date hereof. Prior to the Closing, the minute books of each of the Call America Companies will be delivered to the Buyer, and will contain true and complete records of all meetings and consents in lieu of meeting of each of the Call America Companies' Board of Directors and of each of the Call America Companies' shareholders since the incorporation of each such entity, which accurately reflect in all material respects all transactions referred to in such minutes and consents in lieu of meeting. Each of the Call America 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 the Call America Companies taken as a whole. Each of the Call America 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 Call America Companies taken as a whole. Schedule 3.1 hereto contains a listing of each such foreign jurisdiction with respect to each of the Companies.
CORPORATE ORGANIZATION; REQUISITE AUTHORITY TO CONDUCT BUSINESS; ARTICLES OF INCORPORATION AND BY-LAWS. Each of the GST Companies is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each of the GST Companies has each provided the Company with true and complete copies of its certificate or articles of incorporation (certified by the Secretary of State of the State of Delaware and the Deputy Director under the Canada Business Corporations Act, respectively) and By-laws (certified by the Secretary of each of the GST Companies, respectively) as in effect on the date hereof. Each of the GST Companies has the requisite corporate power and authority to enter into this Agreement, and to perform its obligations hereunder and to consummate the transactions contemplated hereby; and this Agreement has been duly authorized and approved by the respective Boards of Directors of the GST Companies and no further action on their part is necessary to authorize the execution and delivery by them of, and the performance of their respective obligations under, this Agreement. There are no corporate, contractual, statutory or other restrictions of any kind upon the power and authority of the GST Companies to execute and deliver this Agreement and to consummate the transactions contemplated hereunder and, except as set forth on Schedule 4.2 hereto, no action, waiver or consent by any Governmental Authority is necessary to make this Agreement a valid instrument binding upon the GST Companies in accordance with its terms. Sub is a wholly-owned, direct subsidiary of GST.
