Organization and Corporate Capacity. (i) The Purchaser:
Organization and Corporate Capacity. Digital River has been duly organized and is validly existing and in good standing under the Applicable Laws governing its formation. Digital River owns all of the issued and outstanding shares of the Purchaser. The Purchaser has been duly incorporated and validly exists under the BCBCA and has been formed solely for the purpose of engaging in the transactions contemplated hereby and has not owned any assets, engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.
Organization and Corporate Capacity. Purchaser is duly incorporated and is validly existing and in good standing under the laws of England and Wales and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets. Parent is duly incorporated and is validly existing and in good standing under the laws of Jersey, Channel Islands and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets.
Organization and Corporate Capacity. Crystal is duly incorporated and is validly existing and in good standing under the BCBCA and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets. Crystal has no Subsidiaries.
Organization and Corporate Capacity. Purchaser is duly amalgamated and is validly existing and in good standing under the laws of Ontario and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets. Each of Purchaser’s subsidiaries is duly formed and in good standing (or equivalent) under the Laws of its jurisdiction of formation.
Organization and Corporate Capacity. Canopy Rivers is a corporation duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of incorporation and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets.
Organization and Corporate Capacity. Each of AIM2 and Subco is a corporation duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of incorporation and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets.
Organization and Corporate Capacity. Gamesquare was duly incorporated and is validly existing and in good standing under the OBCA and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets.
Organization and Corporate Capacity. Magnolia was duly continued into and is validly existing and in good standing under the OBCA and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets.
Organization and Corporate Capacity. The Parent has been duly organized and is validly existing as a corporation in good standing under the Laws of the State of Nevada with full power and authority (corporate and other) to own, lease and operate its properties and conduct its business as described in the SEC Documents. Except as otherwise disclosed in the SEC Documents, the Parent is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business as currently conducted or its ownership or leasing of property requires such qualification, except where the failure to be so qualified or be in good standing would not have a Material Adverse Effect, and no proceeding has been instituted in any such jurisdiction to revoke, limit or curtail such power and authority or qualification. Each of Callco and the Exchangeco has been duly organized and is validly existing and in good standing under the Laws of British Columbia. The Parent, as of the Effective Date, owns, directly or indirectly, all of the issued and outstanding shares of each of Callco and the Exchangeco. The Parent has no subsidiaries or affiliated corporations or owns any interest in any other enterprise (whether or not such enterprise is a corporation), other than the Parent Material Subsidiaries.
