Common use of Organization and Qualifications of the Company Clause in Contracts

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.

Appears in 2 contracts

Samples: Merger Agreement (Tsi Inc /Mn/), Merger Agreement (Fauth John J)

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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 Delaware 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 ’s Certificate of Incorporation as amended to date, certified by the Minnesota Delaware Secretary of State, and the Company's ’s by-laws, as amended to date, certified by the Company's ’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 Certificate of Incorporation or bylaws. The Company is duly qualified to do business as a foreign corporation in the states listed in the Disclosure Letter State of Minnesota 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.

Appears in 1 contract

Samples: Merger Agreement (WTC Industries Inc)

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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 Delaware 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 Certificate of Incorporation as amended to date, certified by the Minnesota Delaware 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 Certificate of Incorporation or bylaws. The Company is duly qualified to do business as a foreign corporation in the states listed in the Disclosure Letter State of Minnesota 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.

Appears in 1 contract

Samples: Merger Agreement (Cuno Inc)

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