Organization and Qualification; Capital Stock Sample Clauses

Organization and Qualification; Capital Stock. Seller is a --------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of Maryland with full power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it. Seller is qualified to do business as a foreign corporation in Virginia, it being the only jurisdiction in which such qualification is necessary, except where the failure to be so qualified would not have a material adverse effect on Seller or the Business. All of the issued and outstanding capital stock of the Seller is owned beneficially and of record as set forth in Schedule 2.2, free and clear of ------------ any lien, restrictions or encumbrances, and there are no outstanding options, warrants, rights, commitments, pre-emptive rights (except as provided by law) or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Seller. Seller does not have any subsidiaries or own any securities issued by any other business organization or governmental authority or any direct or indirect interest in or control over any corporation, partnership, joint venture or entity of any kind relating to the business conducted by Seller. Prior to the Closing Date, Seller has amended its Articles of Incorporation to change its corporate name to a name which does not include the name "Strategic Implications International" or any related name.
Sample 1
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Organization and Qualification; Capital Stock. The Company is a --------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the state of Delaware with full corporate authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. The copies of the charter documents of the Company as amended to date and certified by the Secretary of State of Delaware or by-laws of the Company, as amended to date, certified by its Secretary, and heretofore delivered to the Investors, are complete and correct, no amendments thereto are pending, and the Company is not in violation thereof. The Company is duly qualified to do business as a corporation in the states or the jurisdictions listed in Schedule 2.2, and is not required to be ------------ licensed or qualified to conduct its business or own its properties in any other jurisdiction in which the failure to be so qualified would have a material adverse effect on the business, operations, results of operations, properties, assets, condition (financial or other) or prospects of the Company (a "Material Adverse Effect"). Immediately prior to the Closing, all of the issued and outstanding capital stock of the Company is owned beneficially and of record as set forth in Schedule 2.2, free and clear of any lien, restrictions or ------------ encumbrances and there are no outstanding options, warrants, rights, commitments, pre-emptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company. From and after the Closing, and after giving effect to each of the transactions contemplated by (i) this Agreement, (ii) the TA Purchase Agreement, and (iii) the Bank Financing (including, without limitation, the issuance of the stock referred to in Sections 1.2(b) and 1.4) all of the issued and outstanding capital stock or other equity interests of the Company will be owned beneficially and of record as set forth in Schedule 2.2, will be free and clear ------------ of any lien, restrictions or encumbrances and there will be no outstanding options, warrants, rights, commitments, pre-emptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company, ...
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Organization and Qualification; Capital Stock. Each Entity is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization, as applicable, as listed in Section 4.2(i) of the Disclosure Schedule with full corporate power and authority to own or lease its properties and to conduct its business in the manner and in the places (including qualifications to do business) where such properties are owned or leased or such business is currently conducted. The copies of the charter documents of each Entity as amended to date and certified by the Secretary of State of each relevant jurisdiction, and of the by-laws of each Entity, as amended to date, certified by its Secretary, and heretofore delivered to the Purchaser, have been duly adopted and are current, Each such Entity is duly qualified to do business as a corporation in the states or the jurisdictions listed in Section 4.2(ii) of the Disclosure Schedule, and is not required to be licensed or qualified to conduct its business or own its properties in any other jurisdiction in which the failure to be so qualified would have an adverse effect on the business, operations, results of operations, assets, condition (financial or other) or prospects of any of the Entities. Immediately prior to the Closing, all of the issued and outstanding capital stock or other equity interests of each Entity is owned beneficially and of record as set forth in Section 4.2(iii) of the Disclosure Schedule, free and clear of any Lien, and there are no outstanding options, warrants, rights, commitments, pre-emptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class or other equity interests of any such Entity. The total authorized capital stock of each Entity is set forth on Section 4.2(iv) of the Disclosure Schedule. At the Closing, and after giving effect to each of the transactions contemplated by this Agreement, all of the issued and outstanding capital stock or other equity interests of each Entity will be duly and validly authorized and issued, fully paid and nonassessable, and owned beneficially and of record by Purchaser, free and clear of any Lien, and there will be no outstanding options, warrants, rights, commitments, pre-emptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class or any other ...
Sample 1
Organization and Qualification; Capital Stock. Talbxxx Xxxagement is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware with full corporate power and authority to own or lease its properties and to conduct its business in the manner and in the places (including qualifications to do business) where such properties are owned or leased or such business is currently conducted. The copies of the charter documents of such Seller as amended to date and certified by the Secretary of State of each relevant jurisdiction, and of the by-laws of such Seller, as amended to date, certified by its Secretary, and heretofore delivered to Purchaser, have been duly adopted and are current, complete and correct, no amendments thereto are pending, and such Seller is not in violation thereof. Such Seller is duly qualified to do business as a corporation in the state of Delaware and in such other jurisdictions as are set forth on Section 4.2 of the Disclosure Schedule. Such Seller is not required to be licensed or qualified to conduct its business or own its properties in any other jurisdiction in which the failure to be so qualified would have a material adverse effect on the business or operations of such Seller. All of the issued and outstanding capital stock of such Seller is owned beneficially and of record as set forth in Section 4.2 of the Disclosure Schedule. The total authorized capital stock of such Seller is set forth on Section 4.2 of the Disclosure Schedule. Andexxxx X.X., Brodxxx X.X., Kaban P.C., Whitxxx X.X., Talbxxx Xxxzona P.C., and Talbxxx Xxxh P.C. each is a professional corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation with full corporate power and authority to own or lease its properties and to conduct its business in the manner and in the places (including qualifications to do business) where such properties are owned or leased or such business is currently conducted. The copies of the charter documents of each such Seller as amended to date and certified by the Secretary of State of each relevant jurisdiction, and of the by-laws of each such Seller, as amended to date, certified by its Secretary, and heretofore delivered to Purchaser, have been duly adopted and are current, complete and correct, no amendments thereto are pending, and each such Seller is not in violation thereof. Each such Seller is duly qualified to do business as a corporation in the state of its incorporation and ...
Sample 1
Organization and Qualification; Capital Stock. The Company and each Entity is a corporation or partnership duly organized, validly existing and in good standing under the laws of the state of its organization as listed in Section 2.2(i) of the Disclosure Schedule with full corporate or partnership power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted. The copies of the charter documents of the Company and each Entity as amended to date and certified by the Secretary of State of each relevant jurisdiction, and of the partnership agreement or by-laws of the Company and each Entity, as amended to date, certified by its Secretary or general partner, and heretofore delivered to Goodxxx, Xxocter & Hoar, xxe complete and correct, no amendments thereto are pending, and neither the Company nor any Entity is in violation thereof. The Company and each such Entity are duly qualified to do business as a corporation or foreign limited partnership in the states or the jurisdictions listed in Section 2.2(ii) of the Disclosure Schedule, and are not required to be licensed or qualified to conduct their businesses or own their properties in any other jurisdiction in which the failure to be so qualified would have a material adverse effect on the business, operations, results of operations, assets, condition (financial or other) or prospects of the Company and the Entities taken as a whole. Immediately prior to the Closing, all of the issued and outstanding capital stock, partnership interests or other equity interests of the Company and each Entity is owned beneficially and of record as set forth in Section 2.2(iii) of the Disclosure Schedule, free and
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Organization and Qualification; Capital Stock. Each of Seller and each Parent which is not an individual is a limited partnership or corporation duly organized, validly existing and in good standing under the laws of the state of its organization as listed in Section 2.2 of the Disclosure Schedule with full partnership or corporate power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. The copies of the charter document of Seller and each such Parent as amended to date and certified by the Secretary of State of each relevant jurisdiction, and of the partnership agreement or by-laws of Seller and each such Parent, as amended to date, certified by its Secretary, and heretofore delivered to Buyer's counsel, are complete and correct, no amendments thereto are pending, and none of Seller or any Parent is in violation thereof. Each of Seller and each such Parent is not required to be licensed or qualified to conduct its businesses or own its properties in any jurisdiction in which the failure to be so qualified would have a material adverse effect on the business, operations, results of operations, assets, condition (financial or other) or prospects of the MacGregor Dental Centers business taken as a whole. All of the issued and outstanding capital stock or other equity interest of Seller and each such Parent is owned beneficially and of record as set forth in Section 2.2 of the Disclosure Schedule, and there are no outstanding options, warrants, rights, commitments, pre-emptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of Seller or any Parent.
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Organization and Qualification; Capital Stock. Seller is a --------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania with full power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it. Seller is qualified to do business as a foreign corporation in Georgia and has filed an application to qualify to do business as a foreign corporation in Michigan, these being the only jurisdictions in which such qualification is necessary, except where the failure to be so qualified would not have a material adverse effect on Seller or the Business. As of the Closing, all of the issued and outstanding capital stock of the Seller will be owned beneficially and of record as set forth in Schedule 2.2, free and clear ------------ of any lien, restrictions or encumbrances, and there are no outstanding options, warrants, rights, commitments, pre-emptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Seller. Seller does not have any subsidiaries or own any securities issued by any other business organization or governmental authority or any direct or indirect interest in or control over any corporation, partnership, joint venture or entity of any kind relating to the business conducted by Seller.
Sample 1
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Organization and Qualification; Capital Stock. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Connecticut with full corporate power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it. Seller is qualified to do business as a foreign corporation in any jurisdiction in which such qualification is necessary, except where the failure to be so qualified would not have a material adverse effect on Seller. All of the issued and outstanding capital stock of Seller is owned beneficially and of record as set forth in Schedule 2.2, free and clear of any lien, restrictions or encumbrances, and there are no outstanding options, warrants, rights, commitments, pre-emptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any interest of Seller, that would encumber or result in a lien against any of the Subject Assets or otherwise prevent consummation of the transactions contemplated by this Agreement. Except as set forth in Schedule 2.2, Seller does not have any subsidiaries or own any securities issued by any other business organization or governmental authority or any direct or indirect interest in or control over any corporation, partnership, joint venture or entity of any kind relating to the Nu Hair and Shen Min Brands.
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Organization and Qualification; Capital Stock. Each Seller (other than the Trustees) is a corporation duly organized, validly existing and in good standing under the laws of the State of California with full power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it. Each Seller (other than NPT) is qualified to do business as a foreign corporation in any jurisdiction in which such qualification is necessary, except where the failure to be so qualified would not have a material adverse effect on such Seller or the Xxxx Le Beau Business. All of the issued and outstanding capital stock of each Seller (other than NPT) is owned beneficially and of record as set forth in Schedule 2.2, free and clear of any lien, restrictions or encumbrances, and there are no outstanding options, warrants, rights, commitments, pre-emptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of such Seller. NPT is a trust formed under the laws of the State of California with full power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it. Except as set forth in Schedule 2.2, no Seller has any subsidiaries or own any securities issued by any other business organization or governmental authority or any direct or indirect interest in or control over any corporation, partnership, joint venture or entity of any kind relating to the business conducted by Sellers.
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Related to Organization and Qualification; Capital Stock

  • Organization and Qualification The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

  • Organization and Qualifications Customer 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 incorporation, (ii) has the power and authority to own its properties and assets and to transact the businesses in which it presently is engaged and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where it presently is engaged in business and is required to be so qualified.

  • Organization and Qualification of the Company The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary.

  • Organization and Qualification; Subsidiaries Each of Parent and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company.

  • Corporate Organization and Qualification Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted.

  • Organization and Qualification of Seller Seller is a corporation and has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.

  • Due Organization and Qualification; Subsidiaries (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

  • Due Incorporation and Qualification Each of the Company and the Significant Guarantors has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package (as defined below) and the Prospectus, and is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is required, except where the failure to so qualify or be in good standing would not, individually or in the aggregate, have a material adverse effect on the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole.

  • Organization, Good Standing 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 now 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 on its business or properties.

  • Organization, Power and Qualification Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America and has full corporate power and authority to enter into this Agreement and to carry out the provisions of this Agreement. Bank is duly qualified and in good standing to do business in all jurisdictions where such qualification is necessary for Bank to carry out its obligations under this Agreement.

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