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.
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(b) hereto and except for equity interests having a fair market value of $5,000 or less, API has no equity interest in and has made no advances to any corporation, association, partnership, joint venture or other entity (each entity listed on Exhibit 2.3(b), with respect to which API owns or controls 51% or more of the equity, hereinafter referred to as an "API Subsidiary", and such entities referred to collectively as "API Subsidiaries"). The shares of Series A and Series B Preferred Stock, upon their issuance to Inter Scan in accordance with the terms hereof, and any shares of API's common stock issued upon the c...
Corporate Standing and Authority. (a) Buyer is a corporation duly organized and validly existing and in good standing under the laws of the State of Michigan.
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. 2.1 (INCORPORATION AND POWER) Each Group Entity which is a company:
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.
Corporate Standing and Authority. The Seller is a limited liability company duly organized and validly existing in good standing under the laws of Colorado with full power and authority to own its property and conduct its business as now being conducted. The Seller and the Principals have by proper corporate proceedings duly authorized the execution, delivery and performance of this Agreement and the Closing Documents. The Seller and the Principals have the power and authority to execute this Agreement and all other documents contemplated herein to which either of them is or will be a party (the "Closing Documents").
Corporate Standing and Authority. (i) Faircom is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. Faircom is in good standing as a corporation qualified to do business under the laws of the State of New York (being the only state in which Faircom's offices, equipment, facilities and other tangible assets are situated).
Corporate Standing and Authority. (i) Regent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is in good standing as a corporation qualified to do business under the laws of the Commonwealth of Kentucky (being the only state in which Regent's offices, equipment, facilities and other tangible assets are situated); and has all corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.
Corporate Standing and Authority. (a) Seller is a corporation duly organized and validly existing and in good standing under the laws of the State of Michigan, with full corporate power and authority to own its assets and to conduct its business. Seller is not required to be qualified as a foreign corporation with respect to any business under the laws of any other jurisdiction. (b) Seller has the legal capacity and authority to execute this Agreement and to perform the transactions contemplated hereby. The execution, delivery and performance of this Agreement do not and will not violate or cause a default under any provision of Seller's Articles of Incorporation or Bylaws, or result in the breach, termination or acceleration of any obligation or constitute a default or permit the
