Organization and Capitalization of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Seller is duly qualified to conduct business as a foreign corporation and is in good standing under the laws of each jurisdiction where such qualification is required except where the lack of such qualification would not have a material adverse effect on the Acquired Assets (a “Seller Material Adverse Effect”). The Seller has delivered to the Purchaser correct and complete copies of the charter and bylaws of the Seller (as amended to date).
Organization and Capitalization of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of New York. The Seller is qualified to do business in every jurisdiction in which the failure to so qualify could have a Material Adverse Effect on the Seller or the Business. Schedule 5.1(a) lists all of the jurisdictions in which the Seller is qualified to do business as a foreign corporation. Schedule 5.1(a) sets forth all names under which the Seller or, to the Knowledge of the Seller, any predecessor or former owner of the Business, has conducted the Business.
Organization and Capitalization of the Seller. (a) The Seller is a corporation duly organized, and validly existing under the Laws of the State of Delaware and the Seller is qualified to do business in every jurisdiction in which the failure to so qualify could have a Material Adverse Effect on the Seller. The Seller is not registered as a foreign corporation in any jurisdiction.
Organization and Capitalization of the Seller. The Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of California. All of the issued and outstanding membership interests of the Seller are held of record by the following persons in the following amounts: (i) Birks holds a 67.0% membership interest; (ii) Xxxxx Xxxxxx holds a 20.0% membership interest; (iii) Xxxxx Xxxxx holds a 8.0% membership interest; (iv) Xxxxx Xxxxxxx holds a 2.5% membership interest; and (v) Xxxxx XxXxxxxxxx holds a 2.5% membership interest. Immediately prior to the Closing, Birks will purchase the entire 20.0% membership interest held by Xxxxx Xxxxxx. As a result of such purchase, at the Closing, Birks will hold a 87.0% membership interest in Seller. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Seller to issue, sell, or otherwise cause to become outstanding any of its membership interests. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the membership interests of the Seller.
