Incorporation, Stock, Etc Sample Clauses

Incorporation, Stock, Etc. (i) Each Laureate Corporation is a ------------------------- corporation duly organized and validly existing under the laws of the State of Wisconsin, (ii) each Laureate Corporation has full corporate power and authority to carry on its respective business as it is now being conducted, (iii) the authorized capital stock of each Laureate Corporation and the issued and outstanding shares is set forth on Exhibit A, (iv) the shares of Laureate --------- Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, except as provided for in Wisconsin Business Corporations Law Section 180.0622(2)(b) and that NHP will have no liability under said Section 180.0622(2)(b), (v) as of the Condition Satisfaction Date and the Effective Time, Investments and Laureate Properties shall not be bound by any subscription, option, warrant, conversion privilege, or other right, call, agreement or commitment to issue or sell, or any obligation, agreement or commitment to purchase or otherwise acquire any of its authorized capital stock or any securities convertible into or exchangeable for any of its authorized capital stock, (vi) none of Investments Common Stock and Laureate Properties Common Stock is subject to or has been issued in violation of any preemptive or contractual rights of any person (and no such preemptive or contractual rights will exist at the Condition Satisfaction Date and at the Effective Time), (vii) all of the Investments Common Stock and Laureate Properties Common Stock has been issued in compliance with all applicable laws, (viii) there are no shareholders', voting trusts or similar agreements which will be in effect with respect to the Investments Common Stock or the Laureate Properties Common Stock at the Condition Satisfaction Date and at the Effective Time, and (ix) any and all mergers to which Investments or Laureate Properties have been a party were duly and validly authorized by all necessary action on the part of Investments and Laureate Properties and the Shareholders and were consummated in accordance with all applicable Laws.
Sample 1
AutoNDA by SimpleDocs
Incorporation, Stock, Etc. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of New Zealand, with all requisite power and authority to own its properties and assets and to carry on the business in which it is now engaged. (b) The issued shares of the Company are as set forth on SCHEDULE 3.1(b) hereto. All of the issued shares of the capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth on SCHEDULE 3.1(b), as of the Closing Date, the Company is not bound by any subscription, option, warrant, conversion privilege, or other right, call, agreement or commitment to issue or sell, or any obligation, agreement or commitment to purchase or otherwise acquire any of its stock or any securities convertible into or exchangeable for any of its stock. None of the stock of the Company has been issued in violation of any preemptive or contractual rights of any Person. All of the stock of the Company has been issued in compliance with all applicable securities laws, and there are no shareholders' agreements, voting trusts or similar agreements that are in effect with respect to any of such stock at the Closing Date, except as set forth on SCHEDULE 3.1(b).
Sample 1
Incorporation, Stock, Etc. The number of issued shares of the Company are 1,000.
Sample 1
Incorporation, Stock, Etc. (a) The Company is a corporation duly ------------------------- organized, validly existing and in good standing under the laws of the State of California; (b) the Company has full corporate power and authority to carry on its business as it is now being conducted; (c) as of the Closing Date, the authorized capital stock of the Company and the issued and outstanding shares is set forth on Schedule 4.1; (d) the shares of Company Common Stock have been duly authorized and validly issued and are fully paid and nonassessable; (e) as of the Closing Date, the Company shall not be bound by any subscription, option, warrant, conversion privilege, or other right, call, agreement or commitment to issue or sell, or any obligation, agreement or commitment to purchase or otherwise acquire any of its authorized capital stock or any securities convertible into or exchangeable for any of its authorized capital stock; (f) none of the Company Common Stock has been issued in violation of any preemptive or contractual rights of any person (and no such preemptive or contractual rights will exist at the Closing Date); (g) all of the Company Common Stock has been issued in compliance with all applicable securities laws; and (h) there are no shareholders', voting trusts or similar agreements which will be in effect with respect to the Company Common Stock at the Closing Date.
Sample 1
Incorporation, Stock, Etc. (a) Each of Parent and Acquisition ------------------------- Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of [California]; (b) each of Parent and Acquisition Subsidiary has full corporate power and authority to carry on its business as it is now being conducted; (c) the authorized capital stock of each of Parent and Acquisition Subsidiary and the issued and outstanding shares and options to purchase shares of each such entity is set forth on Schedule 5.1(c); (d) the Merger Shares and the shares of common stock of Acquisition Subsidiary, no par value (the "Acquisition Subsidiary Common Stock") have been or, when issued to the Shareholders will be, duly authorized and validly issued and are or, when issued to the Shareholders will be, fully paid and nonassessable; (e) none of the Merger Shares or the Acquisition Subsidiary Common Stock has been issued or when issued to the Shareholders will be done so in violation of any preemptive or contractual or other rights of any person (and no such preemptive or contractual or other rights will exist at the Closing Date); and (f) there are no shareholders' voting trusts or similar agreements which will be in effect with respect to the Merger Shares or the Acquisition Subsidiary Common Stock at the Closing Date.
Sample 1
Incorporation, Stock, Etc. ICC-Italy is a corporation duly organized and existing in good standing under the laws of Italy, and shall be bestowed with : certain furniture, fixtures and equipment currently owned by the Company Shareholders (the corporation and the assets, each and collectively, being referred to as “ICC-Italy”). ICC-Italy shall have full corporate power and authority to carry on its business as it is now being conducted and to own and operate its assets, businesses and properties. All of ICC-Italy’s issued and outstanding capital stock shall be in Torbay’s name. There shall be no preferred shares authorized. There shall be no outstanding subscriptions, options, warrants, convertible securities, calls, commitments or agreements calling for or requiring issuance or transfer, sale or other disposition of any shares of capital stock of ICC-Italy or calling for or requiring the issuance of any securities or rights convertible into or exchangeable (including on a contingent basis) for shares of capital stock. All of the outstanding shares of ICC-Italy shall be duly authorized, validly issued, fully paid and non-assessable. There shall be no dividends due, to be paid or in arrears with respect to any of the capital stock of ICC-Italy. All of the assets of ICC shall be held by ICC-Italy. The Company Shareholders shall hold no interest of any kind in any other Italian communications or ethnic-based communications venture, or in any other venture that might reasonably be considered to be in competition with ICC.
Sample 1
Incorporation, Stock, Etc. (a) Each of U.S. Filter and Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (b) each of U.S. Filter and Acquisition Subsidiary has full corporate power and authority to carry on its business as it is now being conducted, (c) the authorized capital stock of U.S. Filter consists of 75,000,000 shares of common stock, and the authorized capital stock of Acquisition Subsidiary consists of 300,000,000 shares of common stock, (d) the Acquisition Shares have been or, when issued to the Company Stockholders will be, duly authorized and validly issued and are or, when issued to the Company Stockholders will be, fully paid and nonassessable, (e) none of the Acquisition Shares have been issued, or when issued to the Company Stockholders will be done so, in violation of any preemptive or contractual or other rights of any Person, (f) all of the Acquisition Shares have been issued, or when issued to the Company Stockholders will be done so, in material compliance with applicable securities Laws, and (g) there are no stockholders' voting trusts or similar agreements which will be in effect with respect to the Acquisition Shares at the Closing Date. As of December 31, 1997, there were 97,122,297 outstanding shares of U.S. Filter Common Stock.
Sample 1
AutoNDA by SimpleDocs

Related to Incorporation, Stock, Etc

  • 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.

  • Merger, Consolidation, Incorporation (a) Notwithstanding any other provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, (i) cause the Trust to convert into or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (each, a “Successor Entity”), or a series of any Successor Entity to the extent permitted by law, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, (iii) cause the Trust to incorporate under the laws of a state, commonwealth, possession or colony of the United States, (iv) sell or convey all or substantially all of the assets of the Trust or any Series or Class to another Series or Class of the Trust or to a Successor Entity, or a series of a Successor Entity to the extent permitted by law, for adequate consideration as determined by the Trustees which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent of the Trust or any affected Series or Class, and which may include Shares of such other Series or Class of the Trust or shares of beneficial interest, stock or other ownership interest of such Successor Entity (or series thereof) or (v) at any time sell or convert into money all or any part of the assets of the Trust or any Series or Class thereof. Any agreement of merger, reorganization, consolidation, exchange or conversion or certificate of merger, certificate of conversion or other applicable certificate may be signed by a majority of the Trustees or an authorized officer of the Trust and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (b) Pursuant to and in accordance with the provisions of Section 3815(f) of the Act, and notwithstanding anything to the contrary contained in this Trust Instrument, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 9.3 may effect any amendment to the Trust Instrument or effect the adoption of a new trust instrument of the Trust or change the name of the Trust if the Trust is the surviving or resulting entity in the merger or consolidation. (c) Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, create one or more statutory or business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof. (d) Notwithstanding any provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval, invest all or a portion of the Trust Property of any Series, or dispose of all or a portion of the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies registered under the 1940 Act. Any such other investment company may (but need not) be a trust (formed under the laws of the State of Delaware or any other state or jurisdiction) or subtrust thereof which is classified as a partnership for federal income tax purposes. Notwithstanding any provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, cause a Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause such series to invest its Trust Property directly in securities and other financial instruments or in another master fund.

  • Due Incorporation The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the respective jurisdictions of their incorporation and have the requisite corporate power to own their properties and to carry on their business as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a material adverse effect on the business, operations or prospects or condition (financial or otherwise) of the Company.

  • 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.

  • Certificate of Incorporation; Bylaws (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 as provided by Delaware Law and such Certificate of Incorporation. (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

  • 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.

  • Incorporation; Good Standing 43 7.1.2. Authorization. ...........................................................43 7.1.3. Enforceability. ..........................................................43 7.2.

  • Due Incorporation, Qualification, etc The Company (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is qualified to do business and is in good standing as a foreign corporation in the State of California.

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Purchaser, 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 hereof and applicable law. (b) Subject to the provisions of Section 6.05 of this Agreement, the by-laws of the Purchaser in effect at 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.

  • The Certificate of Incorporation of the --------- Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Series A Junior Participating Preferred Stock, voting together as a single class.

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