Corporate Status and Authority; Outstanding Stock. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and has the corporate power to acquire the stock to be acquired hereunder. Buyer has a sufficient number of authorized but unissued shares of Common Stock to be able to issue all of the shares of Buyer Stock which are to be issued hereunder. The execution, delivery and performance of this Agreement by Buyer have been duly authorized by all necessary corporate action on the part of Buyer, and this Agreement constitutes the valid and binding obligation of Buyer, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights generally and by general principles of equity, whether considered in a proceeding at law or in equity.
Corporate Status and Authority; Outstanding Stock. Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Mississippi, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business as a foreign corporation in the jurisdictions specified in Schedule 2.1, which constitutes all the jurisdictions in which such qualification is required. Company has an authorized capital consisting of One Hundred Thousand (100,000) shares of Common Stock, $1.00 par value per share, of which Thirty Five (35) shares are outstanding and owned by the Shareholders, all of which outstanding shares are validly issued, fully paid and nonassessable. There are 5,000 shares of Company's capital stock held in its treasury. There are no options, warrants, rights, shareholder agreements or other instruments or agreements outstanding giving any person the right to acquire any shares of capital stock of the Company, nor are there any commitments to issue or execute any such options, warrants, rights, shareholder agreements, or other instruments or agreements. There are no outstanding stock appreciation rights or similar rights measured with respect to any of Company's capital stock, nor are there any instruments or agreements giving anyone the right to acquire any such rights. The minute books and stock records of Company are complete and accurate and all signatures included therein are the genuine signatures of the persons indicated as signing. True and complete copies of the Company's minute books and stock records, including Company's Certificate of Incorporation and Bylaws and all amendments to both have been delivered to Buyer. Company is not in default under or in violation of any provision of its Certificate of Incorporation or its Bylaws.
Corporate Status and Authority; Outstanding Stock. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the corporate power to acquire the stock to be acquired hereunder. The execution, delivery and performance of this Agreement by Buyer have been duly authorized by all necessary corporate action on the part of Buyer, and this Agreement constitutes the valid and binding obligation of Buyer, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights generally and by general principles of equity, whether considered in a proceeding at law or in equity.
Corporate Status and Authority; Outstanding Stock. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the corporate power to acquire the stock to be acquired hereunder. Buyer has, and will continue to have at all times until Closing hereunder, a sufficient number of authorized but unissued shares of Common Stock of the Buyer to be able to issue all of the shares of Buyer Stock which are to be issued hereunder. The execution, delivery and performance of this Agreement by Buyer have been duly authorized by all necessary corporate action on the part of Buyer, and this Agreement constitutes the valid and binding obligation of Buyer, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights generally and by general principles of equity, whether considered in a proceeding at law or in equity.
Corporate Status and Authority; Outstanding Stock. Healthcare is a corporation duly organized, validly existing, and in corporate good standing under the laws of the Commonwealth of Pennsylvania, and has the corporate power to consummate the Merger as contemplated hereunder. The authorized capital stock of Healthcare consists of Thirty Million (30,000,000) shares of Healthcare Common Stock. As of June 30, 2006, Twenty Eight Million Eight Hundred Sixty-Six Thousand (28,866,000) shares were issued and outstanding. The execution, delivery, and performance of this Agreement and the other documents and agreements to be executed and delivered by Healthcare in connection herewith have been duly authorized by all necessary corporate action on the part of Healthcare. This Agreement constitutes, and all such other documents and agreements to be executed and delivered by Healthcare will constitute, when so executed and delivered, the valid and binding obligations of Healthcare, enforceable against it in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, and other similar laws affecting creditors’ rights generally and by general principles of equity, whether considered in a proceeding at law or in equity. No approval of any governmental body or governmental agency or other third party is required for Healthcare to consummate the transaction contemplated hereby.
Corporate Status and Authority; Outstanding Stock. Prograph is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and has the corporate power to enter into and consummate the transactions contemplated by this Agreement. The authorized capital stock of Prograph is as set forth on Schedule 3.1, and consists of 16,971,000 shares on a fully diluted basis. Prograph has, and will continue to have at all times until Closing hereunder, a sufficient number of authorized but unissued shares of Common Stock to be able to issue all of the shares of Prograph Stock which are to be issued hereunder. The execution, delivery and performance of this Agreement by Prograph have been duly authorized by all necessary corporate action on the part of Prograph, and this Agreement has been duly executed and delivered by and constitutes the valid and binding obligation of Prograph, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights generally and by general principles of equity, whether considered in a proceeding at law or in equity.
