Organization and Standing; Capitalization. (a) The ----------------------------------------- Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with all requisite corporate power and authority to own its properties and to carry on its business as presently conducted. The Company is duly qualified and in good standing to transact business as a foreign corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect (as defined below). A list of the jurisdictions in which the Company is so qualified is set forth in Section 4.1 of the Disclosure Schedule. The Company has made available to Parent and Purchaser true and complete copies of its Certificate of Incorporation, By-laws and minute books.
Organization and Standing; Capitalization. Each Seller (i) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Indiana, (ii) is qualified to do business in all jurisdictions where failure to do so would result in Material Adverse Effect on the business of the Stations, and (iii) has all necessary corporate power and authority to own, operate and lease its own Assets and carry on the business of the Stations. Emmis directly or indirectly owns beneficially and of record all of the issued and outstanding equity interests of Sellers.
Organization and Standing; Capitalization. Seller (i) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Wyoming, (ii) is qualified to do business in all jurisdictions where failure to do so would result in Material Adverse Effect, and (iii) has all necessary corporate power and authority to own and carry on its business.
Organization and Standing; Capitalization. Seller (i) is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is qualified to do business in all jurisdictions where failure to do so would have a Material Adverse Effect on the Business, and (iii) has all necessary corporate power and authority to own, operate and lease its Assets and carry on the Business as now conducted. Schedule 4.1 lists each state where Seller is qualified to do business.
Organization and Standing; Capitalization. (a) Each of U.S. Buyer and Sweden Buyer is duly organized, validly existing and in good standing under the Law of its respective jurisdiction of incorporation or formation, as applicable, and has the requisite corporate power and authority to own or lease and to operate its assets and to carry on its respective business as currently conducted.
Organization and Standing; Capitalization. (a) Each of Seller and the Company is a limited liability company, duly organized, validly existing and in good standing under the laws of the state of Delaware. The Company has all requisite limited liability company power and authority to own, operate and lease its properties and carry on its business as now conducted, and is duly qualified to do business and is in good standing (where such concept is recognized) as a foreign entity in each jurisdiction in which the failure to be so qualified would have a Material Adverse Effect. Schedule 2.01(a) lists each jurisdiction in which the Company is qualified to do business as a foreign entity.
Organization and Standing; Capitalization. (a) Each of Seller and the Company is a limited liability company, duly organized, validly existing and in good standing under the laws of the state of Delaware. The Company has all requisite limited liability company power and authority to own, operate and lease its properties and carry on its business as now conducted, and is duly qualified to do business and is in good standing (where such concept is recognized) as a foreign entity in each jurisdiction in which the failure to be so qualified would have a Material Adverse Effect. Schedule 2.01(a) lists each jurisdiction in which the Company is qualified to do business as a foreign entity. (b) Schedule 2.01(b) lists as of the date hereof the names and holdings of all holders of outstanding limited liability company membership interests and other voting or equity securities of Seller, including options to purchase such membership interests (“Seller Options”). Schedule 2.01(b) also lists as of the date hereof, with respect to each Seller Option, the holder thereof, the number of Seller membership interests subject thereto, the grant date, the exercise price and the vesting schedule (including any provisions triggering accelerated vesting). Except as set forth on Schedule 2.01(b) and except for the Membership Interests, neither Seller nor the Company has issued or agreed to issue any (i) limited liability company membership interests or other equity ownership or voting interests, (ii) securities or instruments convertible into or exchangeable or exercisable for limited liability company membership interests or other equity, ownership or voting interests, or (iii) equity equivalents, earnings, profits or revenue-based or equity-based rights. Seller is the owner of record and beneficial owner of the Membership Interests, free and clear of all Liens (other than Permitted Liens and any restrictions on transfer under federal and state securities Laws) and upon consummation of the transactions contemplated hereby Buyer will have good and marketable title to all the Membership Interests, free and clear of all Liens (other than any Liens permitted by Buyer and any restrictions on transfer under federal and state securities Laws). The Membership Interests are not subject to any voting trust or voting agreement, nor is any proxy in effect with respect thereto. 11 Section 2.02
Organization and Standing; Capitalization
