Organization and Qualification; Capitalization. (a) Seller is a bank duly organized, validly existing and in good standing under the laws of the State of Ohio and has all requisite corporate power and authority to own, lease and operate its assets, and, together with FTFC, to carry on the Business as currently conducted. FTFC is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio and has all requisite corporate power and authority to own, lease and operate its assets, and to carry on its business as currently conducted. Each of the Companies and FTPS Partners is, and upon its formation, CMC LLC will be, a limited liability company duly formed, validly existing and in good standing under the laws of its jurisdiction and has all requisite limited liability company power and authority to own, lease and operate its assets, and to carry on its business as currently conducted. As of the Closing, each of the Companies, FTPS Partners and CMC LLC will have all requisite limited liability company power and authority to own, lease and operate its assets, and, together with the Canadian Sub, to carry on the Business as currently conducted. Seller is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of the Transferred Assets or the conduct of the Business (other than the Canadian Sub) requires such qualification, except for failures to be so qualified or in good standing, as the case may be, that would not, individually or in the aggregate, impair or delay Seller’s or the Companies’ ability to perform their respective obligations hereunder.
(b) Upon the consummation of the Closing, the capital structure of Holdco will be as set forth in the Holdco LLC Agreement. As of the Closing, (i) all of the Holdco LLC Interests and CMC LLC Interests will have been duly authorized and validly issued and will be fully paid and nonassessable, (ii) 100% of the Holdco LLC Interests will be owned beneficially and of record by Seller and FTPS Partners (at least 1% of which Holdco LLC Interests will be owned by FTPS Partners), free and clear of all Encumbrances, and 100% of the CMC LLC Interests will be owned beneficially and of record by Opco, free and clear of all Encumbrances, (iii) there will be no preemptive or other outstanding rights, options, warrants, conversion rights, redemption rights, repurchase rights, agreements, arrangements or commitments of any character under which Seller, FTPS Partne...
Organization and Qualification; Capitalization. (a) Acquiror is a corporation and is 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 own, lease and operate its assets and to carry on its business as currently conducted. SiTV Media, LLC shall be a limited liability company and shall be duly organized, validly existing and in good standing under the laws of the State of Delaware and shall have all requisite limited liability company power and authority to own, lease and operate its assets and to carry on its business as currently conducted.
(b) As of the date hereof, the authorized capital stock of Acquiror consists of 26,000,000 shares of common stock, 890,818 shares of Series A-1 Preferred Stock, 63,649 shares of Series A-2 Preferred Stock, 6,773,399 shares of Series C-1 Preferred Stock, 7,148,710 shares of Series C-2 Preferred Stock, 1,062,976 shares of Series C-3 Preferred Stock, 1,766,369 shares of Series D-1 Preferred Stock, 1 shares of Series D-2 Preferred Stock and 2,725,784 shares of Series E Preferred Stock (collectively, the “Acquiror Preferred Stock”). The issued and outstanding shares of each class of capital stock of Acquiror, and the beneficial and record owners thereof, as of the date hereof is set forth on Section 4.1(b) of the Acquiror Disclosure Schedule, and all such capital stock was validly issued, fully paid and nonassessable and was not issued in violation of any preemptive rights. Except as set forth on Section 4.1(b) of the Acquiror Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the shares of Acquiror’s common stock or obligating Acquiror to issue or sell any shares of its common stock, or any other interest in, Acquiror.
(c) The limited liability company membership interests of SiTV Media, LLC to be issued by SiTV Media, LLC to Seller pursuant to this Agreement will, when issued, be duly and validly authorized and issued, and fully paid and nonassessable, and will be issued free and clear of all Encumbrances and free of any limitation or restriction on the right to vote such limited liability company membership interests of SiTV Media, LLC, in each case, other than those arising from the ownership or actions of Seller or any of its Affiliates.
Organization and Qualification; Capitalization. (a) Stockholder is a corporation duly organized, validly existing and in good standing under the laws of Commonwealth and has all requisite corporate power and authority to own, lease and operate its assets and to carry on its business as currently conducted. The Company is a corporation duly organized, validly existing and in good standing under the laws of Commonwealth and has all requisite corporate power and authority to own, lease and operate its assets, and to carry on its business as currently conducted. Each Stockholder Party is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, as applicable, and has all requisite power and authority to own, lease and operate its assets and to carry on its business as currently conducted. The Company, Stockholder and each Stockholder Party is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its assets or the conduct of its business as currently conducted requires such qualification, except for failures to be so qualified or in good standing, as the case may be, that would not and have not, individually or in the aggregate, (a) materially impair or delay Stockholder’s, the Company’s or the other Stockholder Parties’, as applicable, ability to perform their respective obligations under this Agreement, the Ancillary Agreements, and the Internal Reorganization Documents and to consummate the Merger, the other Transactions and the transactions contemplated by the Internal Reorganization Documents or (b) materially and adversely affect the ability of the Companies to conduct the Business.
(b) As of immediately prior to the Closing and the Effective Time, (i) the authorized capital stock of the Company shall consist of 2,500,000 shares of common stock, par value $1.00 per share, 875,118 of which will be issued and outstanding and will have been duly authorized, validly issued, fully paid and nonassessable, (ii) none of the issued and outstanding Shares will have been issued in violation of any preemptive rights, (iii) all issued and outstanding Shares will be owned beneficially and of record by Stockholder, free and clear of all Encumbrances, (iv) there will be no preemptive or other outstanding rights, options, warrants, conversion rights, redemption rights, repurchase rights, agreements, arrangements or commitments of any character relating to the Shares or under...
Organization and Qualification; Capitalization. (a) Each of Sunlight Supply and Sunlight Garden is a corporation duly organized, validly existing and in good standing under the Laws of the State of Washington, Sunlight ULC is an unlimited liability company duly organized, validly existing and in good standing under the Laws of the province of British Columbia and each of Columbia River and IP Holdings is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Washington. Each Company has all requisite power and authority to own, license, use, lease and operate its assets and properties (including any Purchased Assets owned by Sellers) and to carry on its business as it is now being conducted. Each Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the assets and properties owned or leased by it or the operation of its business as currently conducted (including any Purchased Assets and the Business) makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, be material to the Business. Xxxxx X. Xxxxxxxxxx is the sole equity holder of Sunlight Supply and IP Holdings. The Hargreaves are the sole equity holders of Columbia River. Sunlight Supply is the sole equity holder of Sunlight Garden and Sunlight Garden is the sole equity holder of Sunlight ULC.
(b) Each of the Hargreaves owns the Interests set forth opposite the name of such Seller on Section 3.1(a) of Sellers’ Disclosure Schedule. The Interests constitute all the issued and outstanding equity interests of Columbia River, all of which are duly authorized, validly issued and outstanding, fully paid up and nonassessable, free of any Encumbrances and any agreement, obligation or commitment to create, grant, give or permit to subsist any Encumbrances whatsoever and are held of record by the Hargreaves. There is no security, option, warrant, right, call, subscription, agreement, commitment or understanding of any nature whatsoever, fixed or contingent, that directly or indirectly (i) calls for the issuance, sale, pledge or other disposition by Columbia River of any of its equity interests or any securities convertible into, or other rights to acquire, any such equity interests, (ii) relates to the voting or control of such equity interests or rights, or (iii) obligates Columbia River to grant, offer or enter into any of the foregoing. Ex...
Organization and Qualification; Capitalization. Private Entity is an Indiana corporation duly organized, validly existing and in good standing under the laws of the State of Indiana. Private Entity has the full corporate power to carry on its business as is now being conducted.
Organization and Qualification; Capitalization. (a) Division-Tel is an Indiana corporation duly organized, validly existing and in good standing under the laws of the State of Indiana. Division-Tel has the full corporate power to carry on its business as is now being conducted.
(b) The authorized capital stock and the number of shares of capital stock issued and outstanding for Division-Tel is as follows: (i) Authorized Capital Stock 1000. (ii) Issued Shares 400.
Organization and Qualification; Capitalization. (i) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Florida. The Company has the requisite corporate power and authority to carry on its business as now being conducted, and will have obtained any requisite regulatory approval required in order to conduct its business, in the same manner as now being conducted, following the formation of the Company and the closing of each Subsequent Drawdown, and, if necessary, has been duly qualified as a foreign
Organization and Qualification; Capitalization. The Company is a duly incorporated, validly existing corporation in good standing under the Laws of the State of Delaware. The Company has all the requisite power, authority and capacity to own, lease and operate its assets and to carry on the Business as the same was and is now being conducted. The Company has delivered to the Purchaser complete and correct copies of its Organizational Documents now in effect, and the Company is not in default under or in violation of any provision of its Organizational Documents. The Company has no subsidiaries. The Shareholder holds 100% of the capital stock of the Company, and no other Person has any right to acquire any equity interest in the Company.
Organization and Qualification; Capitalization. (a) NCS is a Wisconsin corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin. NCS has the full corporate power to carry on its business as it is now being conducted.
(b) The authorized capital stock and the number of shares of capital stock issued and outstanding for NCS is as follows: (i) Authorized Capital Stock 2800; (ii) Issued Shares 1950.
Organization and Qualification; Capitalization. Private Entity is a Kentucky corporation duly organized and validly existing under the laws of the Commonwealth of Kentucky. Private Entity has the full corporate power to carry on its business as is now being conducted.
