INCORPORATION AND STATUS OF THE CORPORATION AND THE SUBSIDIARIES Sample Clauses

INCORPORATION AND STATUS OF THE CORPORATION AND THE SUBSIDIARIES. Each of the Corporation and the Subsidiaries is duly incorporated and organized and is validly existing and up-to-date in the filing of all corporate and similar returns under the laws of the Province of Ontario, which is the only jurisdiction in which the nature of the Business or the assets owned or leased by it makes such registration, licensing or qualification necessary. The Corporation has provided to Vernalis a correct and complete copy of the articles, by-laws, constating documents and other organizational documents of the Corporation and the Subsidiaries, in each case as amended to the date hereof.
Sample 1
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INCORPORATION AND STATUS OF THE CORPORATION AND THE SUBSIDIARIES. Each of the Corporation and the Subsidiaries is duly incorporated and organized and validly existing under its jurisdiction of incorporation, is in good standing in each jurisdiction where, by reason of its business or assets, it is required to be qualified or licenced, except to the extent any lack of such registration, licensing or qualification would not cause a Material Adverse Affect, and it has all powers, licences, franchises and permits (collectively, "permits") required to own or lease its assets and carry on its business as the same is presently carried on. Except for permits, the lack of possession of which by the Corporation would not cause a Material Adverse Affect, each of the Corporation and the Subsidiaries is in compliance in all material respects with all the terms and conditions relating to such permits and there are no proceedings in progress, pending or threatened which may result in the revocation, cancellation, suspension or any adverse modification of any such permits. Each of the Corporation and the Subsidiaries is duly qualified to do business in each jurisdiction in which the nature of the business or the property and assets owned or leased by it makes such qualification necessary. All the issued and outstanding shares, membership interests or partnership interests of each Subsidiary have been duly and validly issued, are fully paid and non assessable, and were issued in accordance with all applicable Securities Laws and regulations. Except for 1,000 Preference shares in the capital stock of Xxxxxx issued to McCain Foods Limited, all of such shares, membership interests or partnership interests of each Subsidiary are owned, directly or indirectly, by the Corporation, free and clear of any mortgage, pledge, lien, encumbrance, claim or equity. The Corporation has furnished (or will furnish at or prior to the Closing) counsel to the Subscriber with a true and complete copy of each of the Subsidiaries' organizational documents as amended and in effect on the date hereof, certified by the President and/or Secretary of the Corporation, and each of the Subsidiaries' by laws, as amended and in effect on the date hereof.
Sample 1

Related to INCORPORATION AND STATUS OF THE CORPORATION AND THE SUBSIDIARIES

  • Incorporation and Good Standing of the Company and its Subsidiaries The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

  • 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.

  • Certificate of Incorporation and By-laws of the Surviving Corporation (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law.

  • Organization and Qualification of the Company The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of Nevada and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a material cost or other effect on the Company.

  • 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”).

  • Due Incorporation and Good Standing AVRS is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.

  • 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.

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • 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.

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