Organization and Corporate Power; Capitalization Sample Clauses

Organization and Corporate Power; Capitalization. The Company is a Delaware corporation 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. Immediately prior to the consummation of the IPO, the Company will, unless otherwise consented to in writing by the Buyer, have outstanding (i) no more than 7,187,500 shares of Common Stock (“Founder Shares”), (ii) warrants to purchase not more than 9,000,000 shares of Common Stock at an exercise price of $11.50 per share and (iii) no other obligations to issue or rights to purchase or acquire any shares of its capital stock other than those securities offered in the IPO and the unit purchase options to be granted to the underwriters in connection with the IPO; subject to adjustment in the case of the foregoing clauses (i) and (ii) in the event of any stock splits, stock dividends, reorganizations or recapitalizations between the date hereof and the consummation of the IPO.
Sample 1
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Organization and Corporate Power; Capitalization. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. Each Subsidiary of the Company is duly organized, validly existing and in good standing (in jurisdictions where the concept of “good standing” is applicable) in the jurisdiction in which such member is organized. The Company Group is qualified to do business in every jurisdiction in which such qualification is necessary, except where the failure to so qualify has not had or would not reasonably be expected to have a Material Adverse Effect. All jurisdictions in which the Company or its Subsidiaries is qualified to do business are set forth on Schedule 4.1(a). The Company Group has full corporate power and authority. The Company has delivered to Buyer correct and complete copies of its certificate of incorporation and bylaws (each as amended to date) or other Governing Documents for each member of the Company Group. No member of the Company Group is in default under or in violation of any provision of its certificate of incorporation or bylaws (or similar governing documents). The Company Group does not own or have any right to acquire, directly or indirectly, any outstanding capital stock of, partnership interest, joint venture interest, equity participation or other security or interest in, any other Person. (b) The authorized and issued and outstanding shares of capital stock of the Company, including the beneficial ownership with respect to such stock, is as set forth on Schedule 4.1(b). All issued and outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable. There are no outstanding options, warrants, rights to subscribe to, or securities or rights convertible into, units or shares or evidencing ownership of the Company capital stock or contracts, commitments, understandings, or arrangements by which such entity is bound to issue additional shares of capital stock. There are no voting trusts, proxies or similar voting arrangements with respect to the capital stock of the Company. (c) Schedule 4.1(c) sets forth the name and title of each officer and director for each member of the Company Group.
Sample 1
Organization and Corporate Power; Capitalization. Buyer is duly organized, validly existing and in good standing under the laws of Delaware. Buyer is not in default under or in violation of any provision of its certificate of incorporation. The authorized capital stock of Buyer consists of (i) 250,000,000 shares of Common Stock, $0.01 par value per share, 175,000,000 of which have been designated as Series A Common Stock, of which 19,762,376 are issued and outstanding as of the date hereof, and 75,000,000 of which have been designated as Series B Common Stock, of which 27,872,742 are issued and outstanding as of the date hereof, and (ii) 24,016,041 shares of Preferred Stock, par value $0.01 per share, 4,786,463 of which are designated as Series A Preferred Stock, all of which are issued and outstanding, 6,843,299 of which are designated as Series B Preferred Stock, all of which are issued and outstanding, 3,386,279 of which are designated as Series C Preferred Stock, all of which are issued and outstanding, and 9,000,000 of which are designated as Series D Preferred Stock, of which 8,582,021 are issued and outstanding. Except as set forth on Schedule 4.1, there are no outstanding subscriptions, convertibles, options, warrants, rights, contracts, agreements, commitments, understandings or arrangements of any kind by which Buyer is bound to issue or sell any additional shares or other securities of Buyer or by which any Person is entitled to acquire any such shares or securities. All issued and outstanding shares of Buyer Common Stock and shares of Buyer Preferred Stock (x) have been duly authorized and validly issued and are fully paid and nonassessable, and (y) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The shares of Buyer Series B Common Stock issuable as part of the Purchase Price, when issued and delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. All preemptive rights have been properly waived or complied with, with respect the issuances of shares of Buyer Series B Common Stock pursuant to this Agreement. In addition, there are issued and outstanding equity awards under Buyer’s 2009 Stock Option and Grant Plan covering 32,294,295 shares of its Series B Common Stock. 4,519,019 shares of Buyer’s Series B Common Stock remain available for the issuance of equity awards under Buyer’s 2009 Stock Option and Grant Plan.
Sample 1
Organization and Corporate Power; Capitalization. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Company is qualified to do business in every jurisdiction in which such qualification is necessary, except where the failure to so qualify has not had or would not reasonably be expected to have a Material Adverse Effect. All jurisdictions in which the Company is qualified to do business are set forth on Schedule 4.1(a). The Company has full corporate power and authority necessary to own and operate its properties and to carry on its business as now conducted. The Company has delivered to Buyer correct and complete copies of its articles of incorporation and bylaws (each as amended to date). (b) The minute books (containing the records of meetings of the shareholder(s), the board of directors, and any committees of the board of directors (if any)), the stock certificate books, and the stock record books for the Company are complete and correct in all material respects. The Company is not in default under or in violation of any provision of its certificate of incorporation or bylaws. The Company does not own or have any right to acquire, directly or indirectly, any outstanding capital stock of, partnership interest, joint venture interest, equity participation or other security or interest in, any Person. (c) The authorized and issued and outstanding shares of capital stock of the Company, including the beneficial ownership with respect to such stock, is as set forth on Schedule 4.1(c) and represent all of the issued and outstanding capital stock of the Company. All issued and outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable. There are no outstanding options, warrants, rights to subscribe to, or securities or rights convertible into, units or shares or evidencing ownership of the Company capital stock or contracts, commitments, understandings, or arrangements by which such entity is bound to issue additional shares of capital stock. There are no voting trusts, proxies or similar voting arrangements with respect to the capital stock of the Company. (d) Schedule 4.1(d) sets forth the name and title of each officer and director of the Company.
Sample 1

Related to Organization and Corporate Power; Capitalization

  • 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.

  • 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.

  • 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, Standing and Corporate Power (a) Each of Parent and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens.

  • Organization; Corporate Powers The Borrower and each of its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified to do business and is in good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect and (iii) has all requisite corporate power and authority to own, operate and encumber its property and to conduct its business as presently conducted and as proposed to be conducted.

  • Organization, Good Standing, Corporate Power and Qualification The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

  • 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.

  • Due Organization, Good Standing and Corporate Power Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole. The Company has made available to Parent and Sub complete and correct copies of the Restated and Amended Certificate of Incorporation and By-Laws of the Company and the comparable governing documents of each of its Subsidiaries, in each case as amended to the date of this Agreement. Other than as set forth in Section 3.01(a) of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this Agreement, the respective certificates of incorporation and by-laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiaries.

  • Organization, Standing and Power; Subsidiaries (i) Each of PNU and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect on PNU. The copies of the certificate of incorporation and by-laws of PNU which were previously furnished or made available to Monsanto are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNU, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a whole.

  • Organization, Good Standing and Power The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.

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