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 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
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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 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

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 law of its jurisdiction of incorporation with full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly authorized and are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claims.

  • Organizational Documents of the Surviving Corporation The Company Certificate of Incorporation, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. The Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

  • 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.

  • Articles of Incorporation of the Surviving Corporation The Articles of Incorporation of Company as in effect immediately prior to the Effective Time will be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Incorporation and Existence The Purchaser is a corporation organized and existing under the laws of the Province of Ontario.

  • Organization and Good Standing of the Company The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation as set forth above. The Company is not required to be qualified to transact business in any other jurisdiction where the failure to so qualify would have an adverse effect on the business of the Company.

  • Incorporation and Standing The Company is, and at the Closing Date will be, duly formed and validly existing in good standing as a corporation under the laws of the State of Delaware and with full power and authority (corporate and other) to own its properties and conduct its business, present and proposed, as described in the Offering Documents; the Company, has full power and authority to enter into this Agreement; and the Company is duly qualified and in good standing as a foreign entity in each jurisdiction in which the failure to so qualify would have a material adverse effect on the Company or its properties.

  • 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.

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