Organization and Qualifications of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws 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 where such properties are owned or leased or such business is currently conducted. The Company is duly qualified to do business as a foreign corporation in each jurisdiction in which such qualification is necessary, except where the failure to be so qualified would not have a Material Adverse Effect.
Organization and Qualifications of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota with full corporate power and 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 Company's Articles of Incorporation as amended to date, certified by the Minnesota Secretary of State, and the Company's by-laws, as amended to date, certified by the Company's Secretary, and heretofore delivered to Purchaser, are complete and correct, and no amendments thereto are pending. The Company is not in violation of any term of its Articles of Incorporation or bylaws. The Company is duly qualified to do business as a foreign corporation in the states listed in the Disclosure Letter and it is not required to be licensed or qualified to conduct its business or own its property in any other jurisdiction except where the failure to be so licensed or qualified would not have a Material Adverse Effect on the Company Group.
Organization and Qualifications of the Company. The Company is a ---------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of The Commonwealth of Massachusetts 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 currently conducted or proposed to be conducted. The copies of the Company's Articles of Organization, as amended to date, certified by the Secretary of State of The Commonwealth of Massachusetts, and of the Company's by-laws, as amended to date, certified by the Company's Clerk, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. The Company is duly qualified to do business as a foreign corporation in each jurisdiction where the nature of its properties or the conduct of its business makes its qualification so necessary, except where the failure to be so qualified would not have a material adverse effect on the business, assets, properties, results of operations, financial condition or prospects (a "Material Adverse Effect") of the Company.
Organization and Qualifications of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws 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 where such properties are owned or leased or such business is currently conducted. The Company's Certificate of Incorporation as amended to date, certified by the Secretary of State of the State of Delaware (the "Certificate of Incorporation") and of the Company's by-laws, as amended to date, certified by the Company's Secretary (the "By-laws"), copies of which have been made available to Buyer's counsel, are complete and correct, and no amendments to them are pending. The Company is not in violation of any term of its Certificate of Incorporation or By-laws. The Company is duly qualified to do business as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the businesses conducted by it require such qualification, except for any such failure so to qualify which, individually or in the aggregate, would not have a Material Adverse Effect on the Company. For purposes of this Agreement, "Material Adverse Effect" means, with respect to any entity, such state of facts, events, conditions, change or effect as have had, or would reasonably be expected to have, a material adverse effect on the business, results of operations, financial condition or prospects of such entity.
Organization and Qualifications of the Company. The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has 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 currently conducted or proposed to be conducted. The Company’s Certificate of Incorporation, as amended to date, and the Company’s By-laws, as amended to date, that are attached or incorporated by reference as exhibits to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2002, which was filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2003 (the “2002 Form 10-K”), are complete and correct, and no amendments thereto are pending except as contemplated herein. The Company is not in violation of any term of its Certificate of Incorporation or By-laws. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation in each jurisdiction in which it is required to be licensed or qualified to conduct its business or own its property except to the extent that the failure to be so licensed or qualified could not reasonably be expected to have a material adverse effect on the business, operations, condition (financial or otherwise) or future prospects of the business currently being conducted by the Company and its Subsidiaries (as defined below), taken as a whole, other than any effect relating to or arising out of an event, matter, occurrence or action (i) affecting the United States or global economy generally or (ii) primarily caused by or related to the announcement or pendency of the Transactions (a “Material Adverse Effect”).
Organization and Qualifications of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws 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 where such properties are owned or leased or such business is currently conducted or proposed to be conducted. The copies of the Company's Certificate of Incorporation, as amended to date, certified by the Delaware Secretary of State, and of the Company's By-laws, as amended to date, certified by the Company's Secretary, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. The Company is not in violation of any term of its Certificate of Incorporation or By-laws. The Company is duly qualified to do business as a foreign corporation in each jurisdiction in which it is required to be licensed or qualified to conduct its business or own its property except to the extent that the Company's failure to be so licensed or qualified could not reasonably be expected to have a material adverse effect on the business, operations, condition (financial or otherwise) or future prospects of the business currently being conducted by the Company and its Subsidiaries, taken as a whole, other than any effect (a) relating to or arising out of an event, matter, occurrence or action (i) affecting the United States or global economy generally; (ii) primarily caused by or related to the announcement or pendency of the Transactions or (iii) resulting from actions taken by the Company or a Subsidiary at the request of Buyer; or (b) arising solely from the decline in the price of the Company's stock (a "Material Adverse Effect").
Organization and Qualifications of the Company. The Company is a ---------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of 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 where such properties are owned or leased or such business is currently conducted or proposed to be conducted. The copies of the Company's Certificate of Incorporation, as amended to date (the "Company Certificate of Incorporation"), ------------------------------------ and of the Company's by-laws, as amended to date, and heretofore delivered to Parent's counsel, are complete and correct, and no amendments thereto are pending. The Company is not in violation of any term of the Company Certificate of Incorporation or By-laws. The Company is duly qualified to do business as a foreign corporation in each jurisdiction where the nature of its properties or the conduct of its business makes its qualification so necessary, except where the failure to be so qualified would not have a material adverse effect on the business, assets, properties, results of operations or condition (financial or otherwise) (a "Material Adverse Effect") of the Company. -----------------------
Organization and Qualifications of the Company. The Company is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware with all corporate power and authority to own or lease all of its properties and assets and to conduct its business as currently conducted, and is duly qualified and in good standing as a foreign corporation authorized to do business in each of the jurisdictions in which the character of the properties owned or held under lease by it or the nature of the business transacted by it makes such qualification necessary. Except as set forth on SCHEDULE 4.1, the Company does not own nor does it have the right or obligation to acquire, directly or indirectly, any interest in any Person.
Organization and Qualifications of the Company. The Company is a for profit corporation, duly organized, validly existing and in good standing under the laws of Florida 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 those properties are owned or leased or that business is currently conducted or proposed to be conducted. The copies of the Company's Articles of Incorporation as amended to date, certified by Florida's Secretary of State, and of the Company's by-laws, as amended to date, certified by the Company's Secretary, and delivered to Buyer's counsel, are complete and correct, and no amendments to them are pending. The Company is not in violation of any term of its Articles of Incorporation or By-laws. The Company is not required to be licensed or qualified to conduct its business or own its property in any other jurisdiction.
Organization and Qualifications of the Company. The Company is a corporation duly incorporated, validly existing and in good standing under the Delaware Law 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 currently conducted. The copies of the Company's Certificate of Incorporation, as amended to date, certified by the Delaware Secretary of State, and of the Company's By-laws, as amended to date, certified by the Company's Secretary, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. The Company is not in violation of any term of its Certificate of Incorporation or By-laws. The Company is duly qualified to do business as a foreign corporation in The Commonwealth of Massachusetts and it is not required to be licensed or qualified to conduct its business or own its property in any other jurisdiction except where the failure to be so qualified would not have a material adverse effect on the assets, liabilities, condition (financial or other), business or results of operations of the Company (a "MATERIAL ADVERSE EFFECT").
