Due Organization and Ownership Clause Samples

Due Organization and Ownership. (a) EA is a corporation duly organized, validly existing and in good standing under the laws of California, and has full power and authority and all requisite rights, licenses and permits to carry on the Business as it is presently conducted by EA. EA is a web-based business with its primary office in the State of California. (b) No shares of common stock of EA other than the 3,500,000 EA Shares currently issued and outstanding have been granted or sold by EA. Except as set forth on Schedule 3.3(b) all of the EA Shares have been duly and validly authorized and granted or sold and there are no contributions, capital calls or other amounts outstanding with respect to any EA Shares. The EA Shares were not issued in violation of any preemptive or other right of any person. There are no outstanding options, rights, warrants, conversion rights or other agreements or commitments to which EA is a party or binding upon EA for the sale or transfer by EA of any interest in EA. The EA shareholders are the sole record owners of the EA Shares. The persons listed on Schedule 3.3(b) are the only officers or directors of EA.

Due Organization and Ownership. Sublandlord is a Delaware corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in the State of California. Sublandlord has the authority to own and to operate its assets, to conduct its business as now conducted and to sublease the Sublease Premises under the terms and conditions of this Sublease.

Due Organization and Ownership. (a) OrthoNet is a corporation duly organized, validly existing and in good standing under the laws of Florida, and has full power and authority and all requisite rights, licenses and permits to carry on the Florida Business as it is presently conducted by OrthoNet. OrthoNet does not engage in business in any state other than the State of Florida. (b) The authorized capital stock of OrthoNet consists of one thousand (1,000) shares of common stock, $0.01 par value, of which 1,000 shares are issued and outstanding on the date hereof. All of the OrthoNet Shares have been duly authorized and validly issued and are fully paid and nonassessable and were not issued in violation of any preemptive or other right of any person. There are no outstanding options, rights, warrants, conversion rights or other agreements or commitments to which Seller or OrthoNet is a party or binding upon Seller or OrthoNet providing for the issuance or transfer by Seller or OrthoNet of any of the capital stock of OrthoNet. Seller is the sole record and beneficial owner of the OrthoNet Shares and has good and marketable title to such OrthoNet Shares and the absolute right, power and capacity to sell, assign, transfer and deliver such OrthoNet Shares to Vivra free and clear of any liens, encumbrances, pledges, security interests, restrictive agreements, options, rights of first refusal, transfer restrictions, conditional sales agreements, voting trust arrangements, voting agreements or claims of any nature whatsoever. Seller is conveying to Vivra good and marketable title to the OrthoNet Shares free of any interest whatsoever of third parties. Seller is the only officer or director of OrthoNet.