Organization and Authority of Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the full corporate power and authority to carry on its business in all material respects as currently conducted. True and complete copies of the Certificate of Incorporation and By-Laws of the Company, as amended to date, have heretofore been made available to Purchaser.
Organization and Authority of Company. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the Commonwealth of Pennsylvania. The Company is duly qualified and in good standing as a foreign corporation in each jurisdiction, including Ohio, in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary and where such failure to be qualified would have a Material Adverse Effect (as hereinafter defined). Except as described in the Prospectus, the Company has no subsidiaries. Except as described in the Prospectus, the Company does not own, lease or license any material property or conduct any material business outside the United States of America. Except as described in the Prospectus, the Company has all requisite power and authority, and all necessary material authorizations, approvals, consents, orders, licenses, certificates and permits of and from all federal, state and foreign governmental or regulatory officials, bodies and tribunals, to own, lease, license and operate its properties and conduct its business as now being conducted and as described in the Prospectus; the Company has fulfilled and performed all of its material obligations with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any such permit; no such authorization, approval, consent, order, license, certificate or permit contains a materially burdensome restriction other than as disclosed in the Prospectus; and the Company has all such power, authority, authorizations, approvals, consents, orders, licenses, certificates and permits (except such as may be necessary to make the Registration Statement effective and to qualify the Shares for public offering by the Underwriter under state securities or "Blue Sky" laws) to enter into, deliver and perform this Agreement and to issue and sell the Units.
Organization and Authority of Company. The Company is a corporation duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation. The Company has full corporate power and authority to enter into and perform its obligations under this Agreement and the Ancillary Documents to which it is a party. The execution, delivery, and performance by the Company of this Agreement and any Ancillary Document to which they are a party has been duly authorized by all requisite corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Documents. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution, and delivery by each other Party) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable the Company in accordance with its terms. When each Ancillary Document to which the Company is or will be a party has been duly executed and delivered by the Company (assuming due authorization, execution and delivery by each other party thereto) such Ancillary Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms.
Organization and Authority of Company. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia. The Company has full corporate power to carry on its business as it is now being conducted and to own, operate and hold under lease its assets and properties as, and in the places where, such properties and assets now are owned, operated or held. The Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the failure to be so qualified would have a material adverse effect on the business, financial condition or results of operations of the Company, all of such jurisdictions being set forth on Exhibit 3.5 attached hereto.
Organization and Authority of Company. The Company is a corporation duly organized and validly existing under the laws of the State of Oregon. The Company is not required to be qualified as a foreign corporation in any other jurisdiction where its failure to qualify would have a Material Adverse Effect. The Company has all necessary corporate power and authority to own, lease and operate its properties and conduct its business as it is currently being conducted. The Company does not own, directly or indirectly, any equity interest in any corporation, partnership, joint venture, or other entity and does not have any subsidiaries, which for purposes of this Agreement means any corporation or other legal entity of which the Company (either alone or through or together with any other affiliate of the Company) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.
Organization and Authority of Company. Each of the Company and the Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company and the Subsidiary has all requisite corporate power and corporate authority to own its assets, to carry on its business as presently conducted by it and to enter into and perform the contracts and agreements to which it is a party. Each of the Company and the Subsidiary is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the assets owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where the failure to be so qualified in any such jurisdiction would not have a Material Adverse Effect. The states or other jurisdictions in which the Company and/or the Subsidiary are so qualified as of the date hereof are listed on Schedule 4.1. The Company has no subsidiaries, other than the Subsidiary, and does not own, directly or indirectly, any equity, partnership or other ownership interest in any other Person. The Company is a holding company and does not conduct, and has not conducted, any operations other than those incidental to its ownership interest in the Subsidiary. The Subsidiary has no subsidiaries and does not own, directly or indirectly, any equity, partnership or other ownership interest in any other Person.
Organization and Authority of Company. Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware, and is duly qualified as a foreign corporation in the state of Ohio. Each Subsidiary is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of its formation. Company has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Company is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Company of this Agreement and any Ancillary Document to which Company is a party, the performance by Company of its obligations hereunder and thereunder, and the consummation by Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Company. This Agreement has been duly executed and delivered by Company, and (assuming due authorization, execution, and delivery by Buyer) this Agreement constitutes a legal, valid, and binding obligation of Company enforceable against Company in accordance with its terms. When each Ancillary Document to which Company is or will be a party has been duly executed and delivered by Company (assuming due authorization, execution, and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Company enforceable against it in accordance with its terms.
Organization and Authority of Company. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the Commonwealth of Pennsylvania. The Company is duly qualified and in good standing as a foreign corporation in each jurisdiction, including Ohio, in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary and where such failure to be qualified would have a Material Adverse Effect (as hereinafter defined). Except as described in the Prospectus, the Company has no subsidiaries. Except as described in the Prospectus, the Company does not own, lease or license any material property or conduct any material business outside the United States of America. Except as described in the Prospectus, the Company has all requisite power and authority, and
Organization and Authority of Company. PBMM and each of its Subsidiaries are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and each has the full corporate power and authority to carry on its business in all material respects as currently conducted. PBMM and each of its Subsidiaries are in good standing and qualified to do business in each jurisdiction where the nature of its businesses requires such qualification, except where the failure to be in good standing or to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect. True and complete copies of the Certificate of Incorporation and By-Laws of the Company and the applicable organizational documents of each of the Subsidiaries, as amended to date, have heretofore been made available to Purchaser.
Organization and Authority of Company. 17 3.5. CAPITALIZATION. . . . . . . . . . . . . . . . . . . . . . . . . 17 3.6. NO VIOLATION OR CONFLICT BY COMPANY.. . . . . . . . . . . . . . 18 3.7.
