Organization and Standing; Articles and By-Laws. The Company is a corporation duly organized and existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has the requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted.
Organization and Standing; Articles and By-Laws. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Nevada and is in good standing under such laws. The Company has requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted. The Company is not presently qualified to do business as a foreign corporation in any jurisdiction, and the failure to be qualified will not have a material adverse affect on the Company's business as now conducted or as now proposed to be conducted. The Company has furnished the Purchaser with copies of its Articles of Incorporation (the "Articles") and By-Laws, as amended. Said copies are true, correct and complete and contain all amendments through the Closing Date.
Organization and Standing; Articles and By-Laws. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted. The Company is not presently qualified to do business as a foreign corporation in any jurisdiction other than Georgia, and the failure to be so qualified will not have a material adverse affect on the Company's business as now conducted or as now proposed to be conducted.
Organization and Standing; Articles and By-Laws. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of North Dakota. The Company’s wholly-owned subsidiary, Primo Piatto, Inc., is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. The Company has the requisite power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as now proposed to be conducted. The Company is qualified to do business as a foreign corporation in all jurisdictions where the ownership of its properties and assets and the conduct of its business require such qualification, except where the failure to be so qualified will not have a material adverse effect on the business of the Company, as such business is now conducted. The Company’s wholly-owned subsidiary, Primo Piatto, Inc. is qualified to do business as a foreign corporation in all jurisdictions where the ownership of its properties and assets and the conduct of its business requires such qualification, except where the failure to be so qualified will not have a material adverse effect on the business of Primo Piatto, Inc., as such business is now conducted.
(b) The Company has furnished, or as soon as practicable, and in no event later than the day immediately prior to Closing, will furnish, to each Purchaser true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”) and certified by the Secretary of State of the State of North Dakota within the preceding 10 business days, and the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”) certified by the Company’s Secretary.
Organization and Standing; Articles and By-Laws. The Company and each of its subsidiaries is a corporation or other entity duly organized, validly existing and in good standing under the laws of the State of its organization. The Company and each of its subsidiaries has the requisite power and authority to own and operate its properties and assets and to carry on its business as presently conducted. The Company and each of its subsidiaries is qualified to do business as a foreign corporation in all jurisdictions where the ownership of its properties and assets and the conduct of its business requires such qualification, except where the failure to be so qualified will not have a material adverse effect on the business of the Company and its subsidiaries taken as a whole, as such business is now conducted. The Company has furnished to each of the Purchasers true and correct copies of the Company's Articles of Incorporation, as amended and/or restated and as in effect on the date hereof (the "Articles of Incorporation") and certified by the Secretary of State of the State of Florida within the preceding 10 business days, and the Company's Bylaws, as in effect on the date hereof (the "Bylaws") certified by the Company's Secretary. The Company owns 100% of all shares of capital stock and other equity interests in each of its subsidiaries free and clear of all security interests, liens, pledges or negative pledges, charges, encumbrances, mortgages, hypothecations, adverse claims or equities (each, a "Lien").
Organization and Standing; Articles and By-Laws. The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conducted. The Corporation is qualified or licensed to do business as a foreign corporation in all jurisdictions where such qualification or licensing is required, except where the failure to so qualify would not have a material adverse effect upon the Corporation.
Organization and Standing; Articles and By-Laws. Each of Liberty and LIFE is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. LIFE has all requisite power and authority and all necessary governmental approvals, permits and other authorizations necessary to own the IFE Securities (which constitute its only assets, other than cash paid from time to time on the IFE Securities) and to carry on its business in the manner and in the locations it is now being conducted.
Organization and Standing; Articles and By-Laws. (a) The Company and each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its state of organization and is qualified, licensed or domesticated as a foreign corporation in each jurisdiction wherein the nature of its activities or properties owned or leased by it makes such qualification, licensing or domestication necessary, except where the failure to be so qualified, licensed or domesticated would not have a material adverse effect on the Company. The Schedule of Exceptions sets forth the jurisdictions in which the Company or any Subsidiary is qualified, licensed or domesticated as a foreign corporation. The Company and each Subsidiary has all requisite power, governmental licenses, authorization consents and approvals to own the properties owned by it and to conduct the business as it is being conducted by it and as contemplated by the Confidential Information Memorandum dated May 1998 (the "Confidential Information Memorandum"), a true and correct copy of which has been given to the Purchasers and special counsel for the Purchasers. The Schedule of Exceptions sets forth all jurisdictions in which the Company or any Subsidiary owns or leases property or engages in any activity.
(b) The Company has furnished special counsel for the Purchasers with true, correct and complete copies of the Company's and each Subsidiary's Certificate of Incorporation and By-Laws, and all amendments thereto through and including the Closing Date and each Additional Closing Date as applicable, and copies of the minutes of all Board of Directors, Committees of the Board of Directors and stockholders meetings of the Company or such Subsidiary. Prior to the Closing, the Company shall have properly filed and recorded the Certificate with the Secretary of the State of Delaware. The Company and each Subsidiary is not in breach of any of the provisions of its Certificate of Incorporation and is not in breach of any of the provisions of its By-Laws in any material respect.
Organization and Standing; Articles and By-Laws. The Company (a) is a corporation duly organized, validly existing and in good standing under the laws of State of California, and (b) has all corporate power and authority to carry out this Agreement and the transactions contemplated herein. The Company is not qualified or licensed to do business as a foreign corporation in any state. The Company does not own, directly or indirectly, any equity or other interest in any other corporation, association, partnership or other business entity. The Company has furnished Purchaser with copies of its Articles of Incorporation and Bylaws. Said copies are true, correct and complete and contain all amendments through the Closing Date.
Organization and Standing; Articles and By-Laws. Central Host is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Central Host is qualified, licensed or domesticated as a foreign corporation and is in good standing in all jurisdictions where the character of its properties owned or held under lease or the nature of its activities make such qualification necessary. Central Host has all requisite power and authority and all requisite licenses permits and franchises necessary to own, lease and operate its properties, and to carry on its business in the manner and in the locations as presently conducted. Copies of the Articles of Incorporation (as certified by the California Secretary of State) and By-Laws of Central Host have been delivered to 8x8 and are accurate and complete as of the Effective Date.
