Organization and Good Standing; Capital Sample Clauses

Organization and Good Standing; Capital. Purchaser is a corporation duly organized and validly existing and in good standing under the laws of the State of New York. Purchaser has no subsidiary or affiliated companies. Purchaser has the power to carry on its business as and where conducted, and is entitled to own, lease or operate its business assets. Purchaser has delivered to MRG complete and correct copies of the articles of incorporation, as amended, and bylaws of Purchaser as in effect on the date of this Agreement. As of the Closing Date, the entire issued and outstanding capital stock of Purchaser shall consist of the shares of common stock referred to in Schedule 5.1 held by the shareholders of Purchaser, and Purchaser shall not, as of such date, have any outstanding stock options, warrants or other obligations to issue its capital stock except as listed on Schedule 5.1.
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Organization and Good Standing; Capital. BTI is a corporation duly organized and validly existing and in good standing under the laws of the State of New York. BTI has no subsidiary or affiliated companies. BTI has the power to carry on its business as and where conducted, and is entitled to own, lease or operate its business assets. BTI has delivered to MRG complete and correct copies of the articles of incorporation, as amended, and bylaws of BTI as in effect on the date of this Agreement. As of the Effective Date, the entire issued and outstanding capital stock of BTI shall consist of the shares of common stock referred to in Schedule 7.3 held by the Shareholders, and BTI shall not, as of such date, have any outstanding stock options, warrants or other obligations to issue its capital stock except as listed on Schedule 7.3.
Sample 1
Organization and Good Standing; Capital. CRTZ is a Corporation duly organized and validly existing and in good standing under the laws of the State of Georgia. CRTZ has no existing subsidiary or affiliated companies, except the Merger Subsidiary to be formed pursuant to this Agreement. CRTZ has the power to carry on its business as and where conducted, and is entitled to own, lease or operate its business assets. CRTZ has delivered to ITI complete and correct copies of the articles of incorporation, as amended, and bylaws of CRTZ as in effect on the date of this Agreement. As of the Effective Date, the entire issued and outstanding capital stock of CRTZ shall consist of the shares of common stock referred to in Schedule 7.3 held by the Shareholders, and CRTZ shall not, as of such date, have any outstanding stock options, warrants or other obligations to issue its capital stock except as listed an Schedule 7.3.
Sample 1

Related to Organization and Good Standing; Capital

  • 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 Good Standing of the Company The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate its properties and conduct its business in all material respects as described in the Registration Statement, the Time of Sale Information and the Prospectus. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a material adverse effect on the operations, business, prospects, properties, financial condition or results of operation of the Company and its Subsidiaries taken as a whole (a “Material Adverse Effect”).

  • Organization, Existence and Good Standing The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.

  • Organization, Good Standing, Etc Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrowers, to make the borrowings hereunder, and to execute and deliver each Loan Document to which it is a party, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect.

  • Corporate Organization and Good Standing The Company is a corporation ---------------------------------------- duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly qualified and in good standing in all other states where the nature of its business or operations or the ownership of its property requires such qualification.

  • Organization; Good Standing The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Due Organization and Good Standing Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser is qualified to transact business in each jurisdiction in which such qualification is deemed necessary.

  • 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.

  • Incorporation and Good Standing of the Company The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify would not result in a Material Adverse Change.

  • Existence and Good Standing The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, USA.

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