Formation and Organization of the Company Sample Clauses

Formation and Organization of the Company. The Company is duly organized, validly existing and in good standing as a limited liability company under the laws of its jurisdiction of formation with the power to own or lease its property.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Formation and Organization of the Company. The parties have formed the Company and hereby enter into this Agreement under the provisions of the Act, and the rights and liabilities of the Members shall be as provided in the Act except as herein otherwise provided.
Sample 1Sample 2
Formation and Organization of the Company. 3.1 BrasilSat and XXXX will, on the Incorporation Date, incorporate the Company as a jointly owned capital corporation under, and in accordance with, the laws of Brasil, with corporate domicile in Curitiba, Parana, Brasil. 3.2 The name of the Company will be XXXX/BrasilSat S.A. or such other name authorized by necessary governmental approval and corporate action of the Company. 3.3 BrasilSat will subscribe and pay for 51% of the shares of stock of the Company; and, XXXX will subscribe and pay for 49% of the shares of stock of the Company. 3.4 The management and the regulations of the Company are set forth in the Attachments A (Statutes of the Company) and B (Shareholders Agreement) of this document. The parties agree to execute the terms of those documents according to the Section VI (Incorporation and Closing Date), as a final document that will be not submitted to later negotiation, except if agreed by parties or changes necessary to comply with Government ruling.
Sample 1
Formation and Organization of the Company. The Members hereby ratify and, in all respects, confirm the formation of the Company as an Illinois limited liability company pursuant to the provisions of the Act. The Company shall exist on the terms and conditions and for the purposes stated herein and the rights and liabilities of the Members shall be as provided herein. In the event of any inconsistency between this Agreement and the Act, to the extent permitted by applicable law, the terms of this Agreement shall govern. The Members shall, from time to time, execute and file such other certificates and documents as the Manager may deem necessary or appropriate with respect to the formation of the Company and the conduct of its activities.
Sample 1
Formation and Organization of the Company. QIA undertakes: (a) to organize the Company prior to Closing as an “Article 68 Company” with Articles of Association, which shall not contain provisions that contradict the terms of this Agreement; (b) to contribute or cause to be contributed in kind the Business of DSM to the Company or otherwise cause the Company to own such business and (c) to provide (i) an interim balance sheet of the Company as of the end of the month following the transfer of such Business to the Company, which has been reviewed by the Company’s auditors (the “Opening Balance Sheet”) and (ii) a profit and loss statement covering the period between 31st December 2007 and the date of the Opening Balance Sheet.
Sample 1
Formation and Organization of the Company 
Sample 1Sample 2

Related to Formation and Organization of the Company

  • Incorporation and Organization The Corporation has been incorporated or formed, as the case may be, is organized and is a valid and subsisting corporation or partnership, as the case may be, under the laws of its jurisdiction of existence and has all requisite corporate power and capacity to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof.

  • Due Incorporation and Organization The Adviser is duly organized and is in good standing under the laws of the State of Connecticut and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder.

  • Organization of the Company The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

  • Organization and Status Purchaser (a) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation as set forth in the preamble to this Agreement, (b) is duly qualified, authorized to do business and in good standing in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, and (c) has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease and to carry on its business as now being conducted. Purchaser has made available to Seller complete and correct copies of the Organization Documents for Purchaser.

  • Organization and Good Standing of the Company The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate its properties and conduct its business in all material respects as described in the Registration Statement, the Time of Sale Information and the Prospectus. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a material adverse effect on the operations, business, prospects, properties, financial condition or results of operation of the Company and its Subsidiaries taken as a whole (a “Material Adverse Effect”).

  • Organization and Standing of the Company The Company is a duly organized and validly existing corporation in good standing under the laws of the State of Nevada and has all requisite corporate power and authority for the ownership and operation of its properties and for the carrying on of its business as now conducted and as now proposed to be conducted and to execute and deliver this Agreement and other instruments, agreements and documents contemplated herein (together with this Agreement, the “Transaction Documents”), to issue, sell and deliver the Shares and to perform its other obligations pursuant hereto. The Company is duly licensed or qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions wherein the character of the property owned or leased or the nature of the activities conducted by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, operations or financial condition of the Company.

  • Organization of the Seller The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • Incorporation and Good Standing of the Company The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify would not result in a Material Adverse Change.

  • Organization and Good Standing Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!