Due Incorporation, Subsidiaries; Etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease and use its assets in the manner in which its assets are currently owned, leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to be so incorporated, validly existing or in good standing, or have such power and authority, would not result in a Material Adverse Effect.
(b) Part 3.1(b) of the Company Disclosure Schedule identifies the name and address of each Subsidiary of the Company and indicates its jurisdiction of organization and each jurisdiction in which it is authorized to conduct or actually conducts business. Neither the Company nor any other Acquired Company owns any capital stock of, or any equity interest of, or any equity interest of any nature in, any other Entity other than the Subsidiaries. None of the Acquired Companies has agreed or is obligated to make, or is bound by any Contract pursuant to which it may become obligated to make, any future investment in or capital contribution to any other Entity other than (i) a Subsidiary of the Company, (ii) extensions of credit to customers in the ordinary course of business; or (iii) advances to directors, officers and other employees for travel and other business-related expenses, in each case in the ordinary course of business and in compliance in all material respects with the Company’s policies related thereto.
(c) Each Subsidiary is an Entity duly organized, validly existing and in good standing (if such concept is applicable in the applicable jurisdictions) under the laws of the jurisdiction of its organization, and has all necessary organizational power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own, lease and use its properties and assets in the manner in which such properties and assets are currently owned, leased and used, except in each case where the failure to be so organized, validly existing or in good standing, or have such power or authority, would not result in a Material Adverse Effect.
(d) Each of the Acquired Companies is qualified or licensed to do business as a foreign Entity and is in good standing, in each jurisdiction in which the nature o...
Due Incorporation, Subsidiaries; Etc. (a) Each Target Company is a private limited company duly formed, validly existing and in good standing under the Laws of England and has all necessary power and authority to conduct its business in the manner in which its business is currently being conducted. Each Target Company is in good standing, under the Laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified or in such good standing is not likely to have a Target Xxxxx Xxxxxxxx Adverse Effect.
(b) Section 3.1(b) of the Sellers’ Disclosure Schedule sets forth the name of each of the Target Companies’ Subsidiaries (each a “Target Subsidiary”) and sets forth the number and class of the authorized equity interests of each Target Subsidiary and the number of shares of, or other ownership interests in, each Target Subsidiary that are issued and outstanding, all of which shares or interests (except as set forth on Section 3.1(b) of the Sellers’ Disclosure Schedule) are owned by the relevant Target Company, free and clear of all Liens. Each Target Subsidiary is a private limited company duly formed, validly existing and in good standing under the laws of England and has all necessary power and authority to conduct its business in the manner in which its business is currently being conducted. Each Target Subsidiary is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified or in such good standing is not likely to have a Target Xxxxx Xxxxxxxx Adverse Effect. Except as set forth on Section 3.1(b) of the Sellers’ Disclosure Schedule, no Target Company owns, legally or beneficially, or controls, directly or indirectly, any share capital or capital stock, securities convertible into share capital or capital stock or any other equity interest in any corporation, association or business entity nor is any Target Company, directly or indirectly, a participant in any joint venture, partnership or other non-corporate entity.
Due Incorporation, Subsidiaries; Etc. Section 2.2 (Authority; Binding Nature of Agreement), Section 2.5 (Capitalization, Etc.), Section 2.16 (Tax Matters) and Section 2.22 (Financial Advisor).
Due Incorporation, Subsidiaries; Etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California and has all necessary corporate power and authority to conduct its business in the manner in which its business is currently being conducted.
(b) The Company is qualified to do business as a foreign corporation, and is in good standing, under the laws of all states where the nature of its business requires such qualification, except for any failure to be so qualified or in such good standing, individually or in the aggregate, that would not reasonably be expected to be material to the Company. Section 2.1(b) of the Disclosure Schedule contains a correct and complete list of each jurisdiction where the Company is organized and qualified to do business.
(c) The Company does not have any Subsidiaries and does not own, directly or indirectly, any equity, membership interest, partnership interest, joint venture interest, or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for any of the foregoing, nor is it under any current or prospective obligation to form or participate in, provide funds to, make any loan, capital contribution, guarantee, credit enhancement or other investment in, or assume any Liability or obligation of, any Person.
Due Incorporation, Subsidiaries; Etc. (a) The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware and has all necessary limited liability company power and authority to conduct its business in the manner in which its business is currently being conducted. The Seller is qualified to do business as a foreign limited liability company, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified or in such good standing is not likely to have a material adverse effect on the ability of the Seller perform its obligations under, and to consummate the transactions contemplated by this Agreement.
(b) The Company is a limited liability company duly formed, validly existing and in good standing under the laws of Colorado and has all necessary limited liability company power and authority to conduct its business in the manner in which its business is currently being conducted. The Company is qualified to do business as a foreign limited liability company, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified or in such good standing is not likely to have a Company Material Adverse Effect.
(c) The Company has no Subsidiaries.
Due Incorporation, Subsidiaries; Etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority to conduct its business in the manner in which its business is currently being conducted.
(b) The Company is qualified to do business as a foreign corporation, and is in good standing, under the laws of all states where the nature of its business requires such qualification, except for any failure to be so qualified or in such good standing, individually or in the aggregate, that would not reasonably be expected to be material to the Company. Section 2.1(b) of the Disclosure Schedule contains a correct and complete list of each jurisdiction where the Company is organized and qualified to do business.
(c) Except as set forth in Section 2.1(c) of the Disclosure Schedule, the Company does not have any Subsidiaries and does not own, directly or indirectly, any equity, membership interest, partnership interest, joint venture interest, or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for any of the foregoing, nor is it under any current or prospective obligation to form or participate in, provide funds to, make any loan, capital contribution, guarantee, credit enhancement or other investment in, or assume any Liability or obligation of, any Person.
Due Incorporation, Subsidiaries; Etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease and use its properties and assets in the manner in which its properties and assets are currently owned, leased and used; and (iii) to perform its obligations under all Contracts by which it is bound.
(b) The Company does not own any capital stock or other equity interest of any Entity. The Company has not agreed to make, nor is it bound by any Contract pursuant to which it may become obligated to make, any future investment in or capital contribution to any other Entity other than (i) extensions of credit to customers in the ordinary course of business; or (ii) advances to directors, officers and other employees for travel and other business-related expenses, in each case in the ordinary course of business.
Due Incorporation, Subsidiaries; Etc. 26 2.2 Certificate of Incorporation and Bylaws 26 2.3 Capitalization, Etc 26 2.4 Financial Statements. 28 2.5 Absence of Certain Changes 28 2.6 Title to and Condition of Assets 29 2.7 Real Property; Leasehold. 29 2.8 Intellectual Property. 30 2.9 Regulatory Matters. 32 2.10 Material Contracts. 35 2.11 Liabilities 38 2.12 Compliance with Laws; Export Controls. 38 2.13 Certain Business Practices 39 2.14 Tax Matters. 39 2.15 Employee Benefit Plans and Employee Matters. 41 2.16 Environmental Matters 46 2.17 Insurance 46 2.18 Legal Proceedings; Orders 46 2.19 Authority; Binding Nature of Agreement 47 2.20 Vote Required 47 2.21 Non-Contravention; Consents 47
Due Incorporation, Subsidiaries; Etc. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority to conduct its business in the manner in which its business is currently being conducted.
Due Incorporation, Subsidiaries; Etc. Sections 2.3(a), (b), (d), (e) (first sentence only) and (f) (Capitalization, Etc.), Section 2.19 (Authority; Binding Nature of Agreement) and Section 2.22 (Financial Advisor).
