Existence and Power; Capitalization Sample Clauses

Existence and Power; Capitalization. The Company is a company duly organized and validly existing and in good standing under the laws of Bermuda (meaning that it has not failed to make any filing with any Bermuda governmental authority or pay any Bermuda government fee or tax which would make it liable to be struck off the Bermuda Register of Companies and therefore cease to exist), and has all company powers required to carry on its business as now being conducted. The capitalization of the Company as of May 31, 2003 is set forth on Schedule 3.1 hereto.
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Existence and Power; Capitalization. (a) Each Borrower: (i) is an entity duly organized, validly existing and in good standing under the laws of jurisdiction of organization; (ii) Schedule 3.1.1 to this Agreement accurately reflects the legal name and jurisdiction of organization for each of the Subsidiaries, (iii) has the power and authority to own its assets, carry on its business and execute, deliver, and perform its obligations under, the Credit Documents to which it is or shall become a party; (iv) has all governmental licenses, authorizations, consents and approvals to own its assets, carry on its business and execute, deliver, and perform its obligations under, the Credit Documents to which it is or shall become a party; (v) is duly qualified as a foreign entity, and licensed and in good standing, under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification or license, except where the failure to be so licensed or qualified could not reasonably be expected to have a Material Adverse Effect; and (v) is in compliance with all Requirements of Law. (b) Each of the Subsidiaries is a wholly-owned subsidiary of Webxu except for Lot6 LLC which is a wholly-owned subsidiary of Webxu Media. All outstanding ownership interests of each Subsidiary are free and clear of all preemptive rights and of any Liens, restrictions or limitations, except Liens imposed or created by the Credit Documents or imposed by applicable securities laws. No person or entity has any option, warrant or other right to acquire any ownership interest in any Subsidiary, except as contained in the Share Exchange Agreement dated as of November 14, 2011, by and among Webxu, Inc., Lot6 Media Inc, Evolved Technology, LLC, and Rxxx Xxxxxxx, as amended. No Person has any right to cause any Borrower to redeem or otherwise purchase any ownership interest of such Borrower. (c) The Subsidiaries constitute the only direct or indirect subsidiaries of any of the Borrowers.
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Existence and Power; Capitalization. (a) Each Borrower: (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (ii) has the power and authority to own its assets, carry on its business and execute, deliver, and perform its obligations under, the Loan Documents to which it is or shall become a party; (iii) has all governmental licenses, authorizations, consents and approvals to own its assets, carry on its business and execute, deliver, and perform its obligations under, the Loan Documents to which it is or shall become a party; (iv) is duly qualified as a foreign corporation and is licensed and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification or license, except where the failure to be so licensed or qualified could not reasonably be expected to have a Material Adverse Effect; and (v) is in compliance with all Requirements of Law; (vi) except, in each case referred to in clause (iii), clause (iv) or clause (v), to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. (b) As of the Closing Date, the equity capitalization of Borrowers shall be as set forth in Schedule 3.1. As of the Closing Date, all issued and outstanding shares of the Capital Stock of each of the Subsidiaries of Parent is validly issued, fully paid and nonassessable and owned, of record and beneficially, by the respective Persons and in the respective amounts set forth in Schedule 3.1.
Sample 1
Existence and Power; Capitalization. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of Puerto Rico and has all requisite power, authority and legal right to conduct its affairs as currently conducted. Buyer's authorized capitalization consists of 10,000,000 shares of common stock, none of which are issued and outstanding.
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Existence and Power; Capitalization. The Purchaser is duly organized and validly existing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement.
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Existence and Power; Capitalization. 9 3.02 Authorization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 3.03
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Existence and Power; Capitalization. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all corporate power and all governmental licenses, governmental authorizations, governmental consents and governmental approvals required to carry on the Business as now conducted by it and to own and operate the Business as now owned and operated by it. The Company is, or will be at Closing, duly licensed or qualified and in good standing as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of the business conducted by it is such as to require it to be so license or qualified, except where the failure to be so qualified, whether singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) The authorized capital stock of the Company consists solely of 25,000 shares of common stock, without par value, of which, as of the Closing Date, 1,000 Shares will be issued and outstanding and owned by Microsoft. All of the Shares have been duly authorized and are validly issued, fully paid and non-assessable. There are outstanding no securities convertible into, exchangeable for, or carrying the right to acquire, equity securities of the Company, or subscriptions, warrants, options, rights, calls, agreements, demands or other arrangements or commitments of any character obligating the Company to issue or dispose of any of its equity securities or any ownership interest therein or otherwise relating to the capital stock of the Company.
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Related to Existence and Power; Capitalization

  • Existence and Power The Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assets.

  • Corporate Existence and Power It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

  • Corporate Existence and Qualification Take the necessary steps to preserve its corporate existence and its right to conduct business in all states in which the nature of its business requires qualification to do business;

  • Existence and Qualification; Power; Compliance With Laws Borrower is a corporation duly formed, validly existing and in good standing under the Laws of the State of California. Borrower is duly qualified or registered to transact business and is in good standing in the State of California, and each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing could not reasonably be expected to have a Material Adverse Effect. Borrower has all requisite power and authority to conduct its business, to own and lease its Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. The chief executive offices of Borrower are located in San Dimas, California. All outstanding capital stock of Borrower is duly authorized, validly issued, fully paid and non-assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities or other Laws. Borrower is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of its business, except where the failure so to comply with Laws and other legal requirements applicable to its business, obtain authorizations, etc., file, register, qualify or obtain exemptions could not reasonably be expected to have a Material Adverse Effect.

  • Existence and Qualification The Contracting Party is an Oklahoma municipality, validly existing and in good standing under the laws of the State of Oklahoma, and the Contracting Party has all requisite power and authority to own, operate and lease its properties and to carry on its business as presently conducted.

  • Organization and Power The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.

  • Corporate Organization and Power Each of the Borrower and its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the full corporate power and authority to execute, deliver and perform the Credit Documents to which it is or will be a party, to own and hold its property and to engage in its business as presently conducted, and (iii) is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the nature of its business or the ownership of its properties requires it to be so qualified, except where the failure to be so qualified would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

  • Existence and Standing Each of the Borrower and its Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

  • Organization, Qualification and Power The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all requisite corporate power and authority, and all governmental licenses, governmental authorizations, governmental consents and governmental approvals, required to carry on its business as now conducted and to own, lease and operate the assets and properties of the Company as now owned, leased and operated. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction in which the character or location of its properties and assets owned, leased or operated by the Company or the nature of the business conducted by the Company requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing in such other jurisdiction could not, individually or in the aggregate, have a Material Adverse Effect (as defined herein) on the Company. The Company has heretofore delivered to the Investors complete and accurate copies of its Articles of Incorporation and Bylaws, as currently in effect. The Company has previously delivered to the Investors a complete and accurate list of all jurisdictions in which the Company is qualified or licensed to do business as of the date hereof.

  • Organization, Good Standing and Power The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.

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