Organization and Qualification of the Orthodontic Entity. The Orthodontic Entity is a duly formed and organized professional corporation under the laws of the State. The Orthodontic Entity is a legally existing professional corporation under the State Professional Corporation Act (the "Act") and no event has occurred which alone or after the passage of time would result in the dissolution of the Orthodontic Entity. The Orthodontic Entity has the full power to conduct business as currently conducted by the Orthodontic Entity and to own and lease the property it purports to own. The copies of any articles of organization or incorporation and by-laws, as defined in the Act, of the Orthodontic Entity which are currently in effect, and all amendments thereto (collectively, the "Charter and By-Laws"), certified by Xx. Xxxxxxxxxx, attached hereto as Exhibit D are complete and correct.
Appears in 2 contracts
Samples: Affiliation Agreement and Stock Purchase Agreement (Omega Orthodontics Inc), Affiliation Agreement and Agreement and Plan of Merger (Omega Orthodontics Inc)
Organization and Qualification of the Orthodontic Entity. The Orthodontic Entity is a duly formed and organized professional corporation under the laws of the State. The Orthodontic Entity is a legally existing professional corporation under the State Professional Corporation Act (the "Act") and no event has occurred which alone or after the passage of time would result in the dissolution of the Orthodontic Entity. The Orthodontic Entity has the full power to conduct business as currently conducted by the Orthodontic Entity and to own and lease the property it purports to own. The copies of any articles of organization or incorporation and by-laws, as defined in the Act, of the Orthodontic Entity which are currently in effect, and all amendments thereto (collectively, the "Charter and By-Laws"), certified by Xx. XxxxxxxxxxXxxxxxx, attached hereto as Exhibit D C are complete and correct.
Appears in 2 contracts
Samples: Affiliation Agreement and Agreement and Plan of Merger (Omega Orthodontics Inc), Affiliation Agreement and Stock Purchase Agreement (Omega Orthodontics Inc)
Organization and Qualification of the Orthodontic Entity. The Orthodontic Entity is a duly formed and organized professional corporation under the laws of the State. The Orthodontic Entity is a legally existing professional corporation under the State Professional Corporation Act (the "Act") and no event has occurred which alone or after the passage of time would result in the dissolution of the Orthodontic Entity. The Orthodontic Entity has the full power to conduct business as currently conducted by the Orthodontic Entity and to own and lease the property it purports to own. The copies of any articles of organization or incorporation and by-laws, as defined in the Act, of the Orthodontic Entity which are currently in effect, and all amendments thereto (collectively, the "Charter and By-Laws"), certified by Xx. XxxxxxxxxxXxxxxxxxxxx, attached hereto as Exhibit D are complete and correct.
Appears in 1 contract
Samples: Affiliation Agreement and Agreement and Plan of Merger (Omega Orthodontics Inc)
Organization and Qualification of the Orthodontic Entity. The Orthodontic Entity is a duly formed and organized professional corporation under the laws of the State. The Orthodontic Entity is a legally existing professional corporation under the State Professional Corporation Act (the "Act") and no event has occurred which alone or after the passage of time would result in the dissolution of the Orthodontic Entity. The Orthodontic Entity has the full power to conduct business as currently conducted by the Orthodontic Entity and to own and lease the property it purports to own. The copies of any articles of organization or incorporation and by-laws, as defined in the Act, of the Orthodontic Entity which are currently in effect, and all amendments thereto (collectively, the "Charter and By-Laws"), certified by Xx. XxxxxxxxxxDr. Whitaker, attached hereto as Exhibit D heretx xx Xxxxxxx C are complete and correct.
Appears in 1 contract
Samples: Affiliation Agreement and Stock Purchase Agreement (Omega Orthodontics Inc)
Organization and Qualification of the Orthodontic Entity. The Orthodontic Entity is a duly formed and organized professional corporation under the laws of the State. The Orthodontic Entity is a legally existing professional corporation under the State Professional Corporation Act (the "Act") and no event has occurred which alone or after the passage of time would result in the dissolution of the Orthodontic Entity. The Orthodontic Entity has the full power to conduct business as currently conducted by the Orthodontic Entity and to own and lease the property it purports to own. The copies of any articles of organization or incorporation and by-laws, as defined in the Act, of the Orthodontic Entity which are currently in effect, and all amendments thereto (collectively, the "Charter and By-Laws"), certified by Xx. XxxxxxxxxxXxxxxx, attached hereto as Exhibit D are complete and correct.
Appears in 1 contract
Organization and Qualification of the Orthodontic Entity. The Orthodontic Entity is a duly formed and organized professional corporation under the laws of the State. The Orthodontic Entity is a legally existing professional corporation under the State Professional Corporation Act (the "Act") and no event has occurred which alone or after the passage of time would result in the dissolution of the Orthodontic Entity. The Orthodontic Entity has the full power to conduct business as currently conducted by the Orthodontic Entity and to own and lease the property it purports to own. The copies of any articles of organization or incorporation and by-laws, as defined in the Act, of the Orthodontic Entity which are currently in effect, and all amendments thereto (collectively, the "Charter and By-Laws"), certified by Xx. XxxxxxxxxxXxxxxxx, attached hereto as Exhibit D are complete and correct.
Appears in 1 contract
Samples: Affiliation Agreement and Plan of Merger (Omega Orthodontics Inc)