Organization and Corporate Documents Sample Clauses

Organization and Corporate Documents. (a) Each of the Parent and the Company is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State of Delaware, and each has the requisite corporate power and authority to own or lease all of its assets, to own and operate its business, including, as to the Company, the Business, as now conducted. Each of the Parent and the Company is qualified as a foreign corporation in all jurisdictions in which it is required to be so qualified other than any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect. As used in this Agreement, the term "Material Adverse Effect" shall mean any event or condition that would have a material adverse effect on the Business or the financial condition or results of operations of the Acquired Companies (as defined herein), taken as a whole. The Parent has no subsidiaries other than the Company. Schedule 2.1(a) hereto sets forth all of the Company's direct or indirect subsidiaries (collectively, the "Subsidiaries" and individually, a "Subsidiary"; and collectively with the Parent and the Company, the "Acquired Companies" and individually, an "Acquired Company").
Sample 1
AutoNDA by SimpleDocs
Organization and Corporate Documents. (a) The Corporation is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State of New Jersey and has the requisite corporate power and authority to own or lease all of the Assets, to own and operate the Business and to carry on the Business as now conducted. The Corporation has no subsidiaries, except for MCC Marketing, L.L.C. which will be dissolved. Seller will deliver at Closing a duly filed Certificate of Cancellation for MCC Marketing L.L.C. (b) Except as set forth on Schedule 3.1 (b), the Corporation has not, within the past six (6) years, changed its corporate name, been the surviving entity of a merger or consolidation, or acquired all or substantially all of the assets of any person or entity. Schedule 3.1(b) also sets forth all of the fictitious names under which the Corporation or such predecessors have conducted business. (c) The Certificate of Incorporation of the Corporation and all amendments thereto, as certified by the New Jersey Division of Revenue, Certification and Status Unit, and the Bylaws of the Corporation, as amended to date, as certified by the Secretary of the Corporation, as attached to Schedule 3.1(c), are true, complete and correct, and the minute books of the Corporation, all of which have been made available to Buyer, correctly reflect all corporate actions taken at the meetings reported therein and correctly record all resolutions adopted at those meetings.
Sample 1
Organization and Corporate Documents. (a) Each Entity Seller is either a limited partnership or a limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation and each has the requisite power and authority to own its portion of the Stock. Each of the Companies is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the state of its incorporation, and each has the requisite corporate power and authority to own or lease all of its portion of the Assets, to own and operate its portion of the Security Business and to carry on its business as now conducted. Each of the Companies is duly licensed or qualified as a foreign corporation in all jurisdictions where the conduct of its business requires such qualification. (b) Except as set forth on Schedule 3.1, none of the Companies has, within the three (3) year period immediately preceding the date of this Agreement, changed its name, been the surviving entity of a merger or consolidation, or acquired all or substantially all of the assets of any Person. Schedule 3.1 also sets forth all of the fictitious names or trade names under which the Companies have conducted business during the last three (3) years. (c) The Certificate or Articles of Incorporation, as the case may be, of each of the Companies and all amendments thereto to date, certified by the Secretary of State of the state of each entity’s incorporation and the Bylaws of each of the Companies as amended to date, certified by the Secretary or an Assistant Secretary of each entity, all of which have been delivered to Buyer, are true, complete and correct. The minute books of each Company, which will be delivered to Buyer at Closing, correctly reflect, in all material respects, all corporate actions taken at the meetings reported therein. The stock certificate books and ledgers of each Company, which will be delivered to Buyer at Closing, are true, correct and complete, and accurately set forth the ownership of all of the issued and outstanding capital stock of that Company. An organizational chart setting forth the Companies’ ownership and corporate structure is set forth on Schedule 3.1.
Sample 1
Organization and Corporate Documents. (a) Each of NXO, NXO Federal and NXO NY is a limited liability company duly created and organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite power and authority to own or lease all of its assets, to own and operate the Voice/Network Services Business and to carry on its business as now conducted. Each of NXO, NXO Federal, NXO NY and each Subsidiary is qualified as a foreign limited liability company or foreign corporation, as the case may be, in all jurisdictions in which it is required to be so qualified, which jurisdictions are listed in Schedule 4.1(a) hereto. (b) NXO CA is a limited partnership duly created and organized, validly existing and in good standing under the laws of the State of California and has the requisite power and authority to own or lease all of its assets, to own and operate the Voice/Network Services Business and to carry on its business as now conducted. NXO CA is qualified as a foreign limited partnership in all jurisdictions in which it is required to be so qualified, which jurisdictions are listed in Schedule 4.1(b) hereto. (c) Schedule 4.1(c) lists all of the entities that will be direct or indirect subsidiaries of the Companies immediately after the Reorganization (each such entity, a “Subsidiary” and, collectively, the “Subsidiaries”). (d) Except as set forth in Schedule 4.1(d), none of the Companies nor Subsidiaries has, since April 1, 2001, changed its name, been the surviving entity of a merger or consolidation, acquired all or substantially all of the assets of any person or entity or acquired all or substantially all of its assets, as of the time of such acquisition, from any person or entity. (e) The Organizational Documents of each of the Companies and Subsidiaries, all of which have been made available to Black Box, are true, complete and correct, and the minute books of each of the Companies and Subsidiaries, which Platinum has made available to Black Box and its counsel prior to the date of this Agreement, correctly reflect in all material respects all actions taken at the meetings reported therein and correctly record all resolutions of such Company or Subsidiary.
Sample 1
Organization and Corporate Documents. 2.1.1. Each of the Hxxxxx Companies is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State of Delaware, and each has the requisite corporate power and authority to own or lease all of its assets, to own and operate its business, including, as to the Business, as now conducted. Each of the Hxxxxx Companies is qualified as a foreign corporation in all jurisdictions in which it is required to be so qualified other than any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect. As used in this Agreement, the term “Material Adverse Effect” shall mean any event or condition that would have a material adverse effect on the Business or the financial condition or results of operations of the Hxxxxx Companies (as defined herein), taken as a whole.
Sample 1
Organization and Corporate Documents. (a) The Parent, and the Corporation are each a corporation duly incorporated and organized, validly existing and in good standing under the laws of the state of Delaware. The Ohio Subsidiary is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the state of Ohio. Each of the Parent, the Corporation and the Ohio Subsidiary has the requisite corporate power and authority to own or lease all of the Assets owned or leased by it, to own and operate the Security Business owned and operated by it, and to carry on its business as now conducted. The Parent, the Corporation and the Ohio Subsidiary are qualified as foreign corporations in all jurisdictions in which they are required to be so qualified, except where such failure to be qualified would not have a material adverse effect on the Company or the Security Business. The Parent has no direct or indirect subsidiaries other than the Corporation and the Ohio Subsidiary. The Corporation has no direct or indirect subsidiaries other than the Ohio Subsidiary. The Company does not engage in any business or activity other than the Security Business. (b) Except as set forth on Schedule 4.1, none of the Parent, the Corporation nor the Ohio Subsidiary has, within the 6 year period immediately preceding the date of this Agreement, changed its name, been the surviving entity of a merger or consolidation, or acquired all or substantially all of the assets of any person or entity. Schedule 4.1 also sets forth all of the fictitious names under which the Parent, the Corporation and the Ohio Subsidiary or such predecessors of the Parent, the Corporation and the Ohio Subsidiary have conducted business. (c) The Articles of Incorporation of the Parent, the Corporation and the Ohio Subsidiary and all amendments thereto to date, certified by the Secretary of State of the jurisdiction of incorporation, and the Bylaws of the Parent, the Corporation and the Ohio Subsidiary, as amended to date, certified by the Secretary or an Assistant Secretary of the Parent, the Corporation and the Ohio Subsidiary, as the case may be, all of which have been, or, at least 10 business days prior to Closing, will be, delivered to Buyer, are true, complete and correct, and the minute books of the Parent, the Corporation and the Ohio Subsidiary, which Sellers will make available to Buyer and its counsel at least 10 business days prior to the Closing Date, correctly reflect all corporate actions taken at t...
Sample 1

Related to Organization and Corporate Documents

  • Organization and Corporate Power The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

  • Corporate Documents Such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

  • COPIES OF CORPORATE DOCUMENTS The Fund will furnish the Manager promptly with properly certified or authenticated copies of amendments or supplements to its Articles of Incorporation or Bylaws. Also, the Fund will furnish the Manager financial and other corporate information as needed, and otherwise cooperate fully with the Manager in its efforts to carry out its duties and responsibilities under this Agreement.

  • Organization, Qualification and Corporate Power The Company is a corporation duly organized, validly existing and in corporate and tax good standing under the laws of the State of Delaware. The Company is duly qualified to conduct business and is in corporate and tax good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect (as defined below). The Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has furnished or made available to the Parent complete and accurate copies of its certificate of incorporation and bylaws. The Company is not in default under or in violation of any provision of its certificate of incorporation, as amended to date, or its bylaws, as amended to date. For purposes of this Agreement, “Company Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise), results of operations or future prospects of the Company taken as a whole.

  • Incorporation and Corporate Power The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

  • Changes in Organizational Documents Each of the Loan Parties shall not amend, modify or change its certificate of incorporation (including any provisions or resolutions relating to capital stock), constitution, by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents in any manner materially adverse to the interests of the Lenders without obtaining the prior written consent of the Required Lenders.

  • Organization, Qualifications and Corporate Power (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Company. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, the Registration Rights Agreement and the Stockholders' Agreement to issue, sell and deliver the Preferred Shares and to issue and deliver the Converted Shares. (b) The attached Schedule III contains a list of all subsidiaries of the Company and its equity interest therein. Except for such subsidiaries, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. Each of the Company's corporate subsidiary and limited liability company subsidiary is a corporation or limited liability company duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Company. Each of the subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding shares of capital stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiaries.

  • Organization and Good Standing Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

  • Organization and Standing; Articles and Bylaws The Company is a ---------------------------------------------- corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted.

  • Charter Documents and Corporate Records 16 SECTION 3.6

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