Corporate Standing and Authority Sample Clauses

Corporate Standing and Authority. (i) Each of Regent and Subsidiary is now and on the Closing Date will be a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and on the Closing Date will be in good standing under the laws of any other states in which its offices, equipment, facilities and other tangible assets are situated (except to the extent Subsidiary is deemed to have offices in Kentucky); and has all corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. (ii) Each of Regent's other subsidiaries is now and on the Closing Date will be a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation; and is qualified as a foreign corporation in good standing under the laws of any other states in which its offices, equipment, facilities and other tangible assets are situated. (iii) This Agreement and the transactions contemplated hereby have been ratified, adopted and approved by the Boards of Directors of each of Regent and Subsidiary, and by Regent in its capacity as the sole stockholder of Subsidiary, and copies of all corporate proceedings of each of Regent and Subsidiary relating to such authorization and approval, certified by its Secretary, will be promptly delivered to Alta. This Agreement constitutes a valid and binding obligation of Regent and Subsidiary, enforceable in accordance with the terms, subject to bankruptcy laws, other federal and state laws affecting creditors' rights generally and availability of equitable remedies.

Corporate Standing and Authority. Each of API and API Portescap is a corporation duly organized and validly existing under the laws of Delaware and New York State, respectively, and has full corporate power and authority to carry on its current business operations and consummate the transactions contemplated by this Agreement. The execution of this Agreement and consummation of the transactions contemplated herein will not violate any provision of API Portescap's or API's Certificate of Incorporation or By-Laws. This Agreement is a legal, valid and binding agreement of API Portescap and API enforceable against API Portescap and API in accordance with its terms, subject to the laws of bankruptcy, insolvency and moratorium and other laws or equitable principles generally affecting 12 18 creditors' rights. Each of API Portescap and API has obtained all necessary authorization and approval by its Board of Directors for the execution of this Agreement and the consummation of the transactions contemplated hereby, subject to the approval of API's shareholders referred to in Section 4.2(a) below. Complete and correct copies of the Certificates of Incorporation and By-Laws of API and API Portescap have been made available to Inter Scan. (b) Capitalization of API. The capitalization of API is set forth on Exhibit 2.3(b) hereto. Except as disclosed on Exhibit 2.3(b), (i) API has no other class of stock authorized or outstanding, (ii) no shares of API's capital stock have been reserved for any purpose, (iii) there are no outstanding securities of API that are convertible into shares of API's capital stock and (iv) there are no options, warrants, calls, commitments, rights or understandings of any character to purchase or otherwise acquire from API any shares of API's capital stock, or any convertible security or other security issued or to be issued by API. Except as disclosed in Exhibit 2.3

Corporate Standing and Authority. (a) Each Veltxx Xxxup Member is a corporation duly organized and validly existing and in good standing under the laws of their respective jurisdictions of incorporation, which jurisdictions of incorporation are as set forth in Schedule 3.1(a)(i) attached hereto, and each Veltxx Xxxup Member has full corporate power and authority to own their respective assets and to conduct their respective businesses. No Veltxx Xxxup Member is required to be qualified as a foreign corporation with respect to any of their respective businesses under the laws of any other jurisdiction, except where presently qualified as listed on Schedule (a) (ii) attached hereto, and except where the lack of such qualification would not have a material adverse effect on any such Veltxx Xxxup Member. To the best knowledge of Sellers and the Veltxx Group, no Veltxx Xxxup Member has any material assets located in any jurisdiction other than those listed on Schedule 3.1(a)(ii). Except for the Subsidiary and as set forth on Schedule 3.1(a)(ii). Except for the Subsidiary and as set forth on Schedule 3.1(a)(iii), none of the Companies own any equity interest in any other entity. (b) Sellers have the legal capacity and authority to execute this Agreement and to perform the transactions contemplated hereby. The execution, delivery and performance of this Agreement (excluding the Amalgamation) does not and will not violate or cause a default under any provision of the respective Articles of Incorporation or By-Laws of each Veltxx Xxxup Member, or result in the breach, termination or acceleration of any material obligation or constitute a default or permit the termination of any right under any material mortgage, indenture, lien, lease, contract, agreement, instrument, order, arbitration award, judgment or decree to which any of Sellers or any Veltxx Xxxup Member is a party or by which any of their respective properties are bound, except as described in Schedule 3.1(b)(i). Sellers and each Veltxx Xxxup Member have taken all necessary action required by law, their respective Articles of Incorporation and By-Laws to authorize the execution, delivery and performance of this Agreement in accordance with and subject to the terms and conditions of this Agreement. This Agreement and each document and instrument executed pursuant to this Agreement by Sellers and any Veltxx Group Member constitutes a valid and binding obligation of Sellers and such Veltxx Xxxup Member, as the case may be, enforceable in acco...

Corporate Standing and Authority. To the extent not a natural person, each is a corporation or limited liability company duly organized, validly existing, and in good standing under the laws of its state of incorporation or formation, and has all necessary power to enter into and perform its obligations under this Agreement.

Corporate Standing and Authority. Chelxxx xxx NEWCO are corporations duly organized, validly existing and in good standing under the laws of the State of Delaware and Massachusetts, respectively, and have full corporate power and authority to carry on their current business operations and consummate the transactions contemplated by this Agreement. The execution of this Agreement and consummation of the transactions contemplated herein will not violate any provision of Chelxxx'x xx NEWCO's By-Laws, or Certificate of Incorporation or Articles of Incorporation or any law, regulation or ordinance or any provision of any contract, instrument, order, award, judgment or decree to which Chelxxx xx NEWCO is a party or by which Chelxxx xxx NEWCO are bound. This Agreement is a legal, valid and binding agreement of Chelxxx xxx NEWCO enforceable against Chelxxx xxx NEWCO in accordance with its terms, subject to the laws of bankruptcy, insolvency and moratorium and other laws or equitable principles generally affecting creditors' rights and to general equitable principles. Chelxxx xxx NEWCO have obtained all necessary authorization and approval by their Boards of Directors and, in the case of NEWCO, by its sole stockholder, for the execution of this Agreement and the consummation of the transactions contemplated hereby, and no other corporate action is necessary by either Chelxxx xx NEWCO for the execution of this Agreement and the consummation of the transactions contemplated hereby. No consent, authorization, order or approval of any person, governmental authority or any court is required in connection with the execution and delivery by Chelxxx xxx NEWCO of this Agreement or the consummation by Chelxxx xxx NEWCO of the transactions contemplated hereby other than as contemplated by Section 5.2(g) hereof. (b)

Corporate Standing and Authority. The Parent and the Buyer are corporations duly organized, validly existing and in good standing under the laws of the States of New Hampshire and Delaware respectively and have full corporate power and authority to conduct their businesses as they are now being conducted and to enter into and consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate any provision of the Parent’s or the Buyer’s Certificate of Incorporation or By-Laws or any law, regulation or ordinance or any provision of any contract, instrument, order, award, judgment or decree to which the Parent or the Buyer is a party or by which the Parent or the Buyer is bound. This Agreement is a legal, valid and binding agreement of the Parent and the Buyer, enforceable against each of them in accordance with its terms, except that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles generally affecting creditors’ rights. The Parent and the Buyer have obtained all necessary authorization and approval of their respective Boards of Directors for the execution of this Agreement and the consummation of the transactions contemplated hereby. No consent, authorization, order or approval of any Person, governmental authority or court is required in connection with the execution and delivery by the Parent or the Buyer of this Agreement or the consummation by Parent or Buyer of the transactions contemplated hereby.

Corporate Standing and Authority. (i) Topaz is, and on the Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; authorized to conduct business within the State of California (being the only state in which the Station's offices, equipment, facilities and the other tangible Broadcast Assets are situated); and with all corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. (ii) This Agreement and the transactions contemplated hereby have been ratified, adopted and approved by the Board of Directors and the Stockholder of Topaz, and copies of all corporate proceedings of Topaz relating to such authorization and approval, certified by its Secretary, will be promptly delivered to Regent. This Agreement constitutes a valid and binding obligation of Topaz, enforceable against it in accordance with its terms, subject to bankruptcy laws, other federal and state laws affecting creditors' rights generally and the availability of equitable remedies.

Corporate Standing and Authority. (i) Alta is, and on the Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of the State of California; authorized to conduct business within the State of California (being the only state in which Alta's offices, equipment, facilities and other tangible Broadcast Assets are situated); and with all corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. (ii) This Agreement and the transactions contemplated hereby have been ratified, adopted and approved by the Board of Directors and the Stockholder of Alta, and copies of all corporate proceedings of Alta relating to such authorization and approval, certified by its Secretary, will be promptly delivered to Regent. This Agreement constitutes a valid and binding obligation of Alta, enforceable against it in accordance with its terms, subject to bankruptcy laws, other federal and state laws affecting creditors' rights generally and the availability of equitable remedies.

Corporate Standing and Authority. (i) Each Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and each is duly licensed or qualified to do business as a foreign corporation, and is in good standing, in all such other states where its business requires such qualification, and each Seller has all corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. (ii) This Agreement, all other documents referred to herein to be signed by Sellers, and the transactions contemplated hereby have been duly authorized and approved by the Board of Directors of each Seller and its sole shareholder, and copies of all corporate proceedings of said corporations relating to such authorization and approval, certified by its Secretary, will be delivered to Buyer at Closing. This Agreement constitutes a valid and binding obligation of Sellers, enforceable in accordance with its terms, subject to bankruptcy laws, other federal and state laws affecting creditors' rights generally and the availability of equitable remedies.

Corporate Standing and Authority. (i) Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; on the Closing Date will be qualified to do business in the State of Arizona; and has all power and authority to enter into this Agreement, and to carry out the transactions contemplated hereby. (ii) This Agreement, all other documents referred to herein to be signed by Buyer, and the transactions contemplated hereby have been duly authorized and approved by the members of Buyer, and copies of all proceedings of Buyer relating to such authorization and approval, certified by its managers (or directors) have been delivered to Sellers. (iii) This Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with the terms, subject to bankruptcy laws, other federal and state laws affecting creditors' rights generally and availability of equitable remedies.