Organization and Qualification; Subsidiary. (a) Each of the Company and SpeedFC, S. de X.X.
Organization and Qualification; Subsidiary. Each of the Company and the Subsidiary (as defined below) is an entity duly organized and validly existing and in good standing under the laws of the jurisdiction in which they are formed, and has the requisite power and authorization to own their properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company and the Subsidiary is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company and the Subsidiary, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company to perform any of its respective obligations under any of the Transaction Documents (as defined below). The Company has only one Subsidiary, which is set forth on Schedule 3(a) (the “Subsidiary”). “Subsidiary” means any Person in which the Company, directly or indirectly, (I) owns at least fifty percent (50% of the outstanding capital stock or holds at least fifty percent (50%) of the equity or similar interest of such Person or (II) controls or operates all or any part of the business, operations or administration of such Person.
Organization and Qualification; Subsidiary. The Corporation is a corporation, duly organized, validly existing and in good standing under the laws of the State of Nevada, with full corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Corporation has no subsidiaries other than International Net Broadcasting, LLC, a wholly-owned subsidiary (the "SUBSIDIARY"). The Subsidiary is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of California, with full corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. Each of the Corporation and the Subsidiary is duly qualified to do business and is in good standing as a foreign corporation or limited liability company, as the case may be, 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, would not, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability of the Securities or any of the other Transaction Documents (as defined below), (y) have or result in a material adverse effect on the results of operations, assets, prospects (insofar as such prospects may reasonably be foreseen) or financial condition of the Corporation and the Subsidiary, taken as a whole or (z) adversely impair the Corporation's ability to perform fully on a timely basis its obligations under any Transaction Document (as defined below), including, without limitation, the Corporation's obligations under Section 3.7 hereof (any of (x), (y) or (z), being a "MATERIAL ADVERSE EFFECT").
Organization and Qualification; Subsidiary. (a) The Company is 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 properties and assets and to carry on its business as it is now being conducted. The Company has one Subsidiary, which is wholly owned by the Company and identified in Section 4.01 of the Company Disclosure Schedule, and has not had, and does not currently have, any other Subsidiary or equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity. Section 4.01 of the Company Disclosure Schedule sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for any such failures to be so qualified or licensed and in good standing that individually or in the aggregate do not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Organization and Qualification; Subsidiary. (a) Each of the Company and Sovereign Flex Products LLC, an Ohio limited liability company (the “Subsidiary”), is an organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted. Each of the Company and the Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary.
Organization and Qualification; Subsidiary. 13 SECTION 4.02. ARTICLES OF INCORPORATION AND BY-LAWS.................... 13 SECTION 4.03. CAPITALIZATION........................................... 14 SECTION 4.04. AUTHORITY RELATIVE TO THIS AGREEMENT..................... 14 SECTION 4.05. NO CONFLICT; REQUIRED FILINGS AND CONSENTS............... 15 SECTION 4.06. PERMITS; COMPLIANCE...................................... 15 SECTION 4.07. SEC FILINGS; FINANCIAL STATEMENTS........................ 16 SECTION 4.08. ABSENCE OF CERTAIN CHANGES OR EVENTS..................... 17 SECTION 4.09.
Organization and Qualification; Subsidiary. (a) SNL is a corporation duly organized, validly existing and in good standing under the Laws of the State of Israel and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. SNL is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“SNL 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. SNL is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary.
Organization and Qualification; Subsidiary. Each of the Company and its Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation specified in Section 3.1 of the Disclosure Schedule and has the corporate power and authority and all licenses, permits and authorizations necessary to own or lease its property and assets and to carry on its business as presently conducted, and as presently proposed to be conducted, and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its business or the ownership of its assets makes such qualification necessary, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect. The Company has previously provided to Parent and Newco true and complete copies of (a) its certificate of incorporation and all amendments thereto or restatements thereof, (b) its bylaws as currently in effect and (c) true and complete copies of the certificate or certificate of incorporation and bylaws, as currently in effect, of its Subsidiary.
Organization and Qualification; Subsidiary. 8 Section 4.2 Subsidiary; Capitalization..................... 8
Organization and Qualification; Subsidiary. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of California. The Company's sole subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each of the Company and its subsidiary has the requisite corporate power and authority to own, operate or lease its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed or in good standing, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company has heretofore provided to Parent and the Purchaser a complete and correct copy of the articles of incorporation and the bylaws or comparable organizational documents, each as amended to the date hereof, of the Company and its subsidiary. Neither the Company nor its subsidiary is in violation of or default under any of the provisions of its respective articles of incorporation, bylaws or comparable organizational documents.
