Organization and Standing; Capitalization Sample Clauses

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. (b) The authorized capital stock of the Company consists of 45,000,000 shares, divided into (i) 5,000,000 shares of Preferred Stock, par value $0.001 per share, none of which are issued and outstanding or held in the treasury of the Company, and (ii) 40,000,000 shares of Common Stock, par value $0.001 per share, of which 18,623,368 shares are issued and outstanding as of the close of business December 15, 1995, none of which shares are held in the treasury of the Company, an additional 1,900,000 shares are reserved for issuance upon exercise of Options, and the remainder are unissued and not reserved. All the outstanding shares of Common Stock are, and all shares which may be issued under the Stock Option Plan will be, when issued, duly authorized, validly issued, fully paid and nonassessable. Options granted by the Company to purchase 1,343,980 shares of Common Stock are outstanding as of the close of business December 15, 1995 under the Stock Option Plan and Options to purchase 370,646 shares of Common Stock were exercisable as of such time. Except for the Options, there are no outstanding options or rights to acquire, or any outstanding securities or obligations convertible into or exchangeable for, Common Stock or any other securities of the Company and the Company is not obligated, now or in the future, contingently or otherwise, to issue Common Stock or any other of its securities to any person or entity.
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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 a 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.
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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.
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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.
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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.
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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.
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Organization and Standing; Capitalization 
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Related to Organization and Standing; Capitalization

  • Organization and Standing The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

  • Organization and Standing of the Company The Company is a duly organized and validly existing corporation in good standing under the laws of the State of Nevada and has all requisite corporate power and authority for the ownership and operation of its properties and for the carrying on of its business as now conducted and as now proposed to be conducted and to execute and deliver this Agreement and other instruments, agreements and documents contemplated herein (together with this Agreement, the “Transaction Documents”), to issue, sell and deliver the Shares and to perform its other obligations pursuant hereto. The Company is duly licensed or qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions wherein the character of the property owned or leased or the nature of the activities conducted by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, operations or financial condition of the Company.

  • Organization and Standing of the Purchasers If the Purchaser is an entity, such Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.

  • Organizational Structure The ISO will be governed by a ten (10) person unaffiliated Board of Directors, as per Article 5 herein. The day-to-day operation of the ISO will be managed by a President, who will serve as an ex-officio member of the ISO Board, in accordance with Article 5 herein. There shall be a Management Committee as per Article 7 herein, which shall report to the ISO Board, and shall be comprised of all Parties to the Agreement. There shall be at least two additional standing committees, the Operating Committee, as provided for in Article 8, and the Business Issues Committee, as provided for in Article 9, both of which shall report to the Management Committee. A Dispute Resolution Process will be established and administered by the ISO Board in accordance with Article 10.

  • Organization and Standing of the Investor The Investor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Organization and Status Purchaser (a) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation as set forth in the preamble to this Agreement, (b) is duly qualified, authorized to do business and in good standing in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, and (c) has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease and to carry on its business as now being conducted. Purchaser has made available to Seller complete and correct copies of the Organization Documents for Purchaser.

  • Capitalization of Parent (a) As of the Capitalization Date, the authorized capital stock of Parent consists of 1,200,000,000 shares of Parent Common Stock and 20,000,000 shares of preferred stock, of the par value $1 each (“Parent Preferred Stock”). As of the Capitalization Date (i) 615,472,741 shares of Parent Common Stock were issued and outstanding, (ii) 396,788,418 shares of Parent Common Stock were issued and held by Parent in its treasury, (iii) no shares of Parent Preferred Stock were issued and outstanding, (iv) 58,657,458 shares of Parent Common Stock were reserved for issuance, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the number of shares of Parent Common Stock outstanding set forth above) with respect to 8,398,211 shares of Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock units). (b) Since the Capitalization Date and through the date of this Agreement, except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (i) no shares of Parent Common Stock or Parent Preferred Stock have been repurchased or redeemed or issued, and (ii) no shares of Parent Common Stock have been reserved for issuance. (c) Neither Parent nor any of its Subsidiaries have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the equityholders of Parent or any of its Subsidiaries on any matter. (d) Except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any of the foregoing securities.

  • Organizational Existence Except as otherwise permitted by Section 3.6, each Credit Party will and will cause its Subsidiaries to at all times preserve and keep in full force and effect its organizational existence and all rights and franchises material to its business.

  • Capitalization of the Company (a) Schedule 4.29 sets forth a true and complete list of all of the issued and outstanding Equity Interests of the Company. Such Equity Interests of the Company have been duly authorized, are validly issued and are fully paid and, except to the extent otherwise provided under the law of the Company’s jurisdiction of formation, non-assessable and were issued in conformity with the Organizational Documents of the Company and all applicable contracts or Laws and were not issued in violation of, and are not subject to, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the Organizational Documents of the Company or any contract to which the Company is or was a party or by which it is or was otherwise bound. There are no certificates representing any of the Equity Interests of the Company. Seller has made available to Buyer true and complete copies of the Organizational Documents, minute books, membership interest certificate books, membership interest transfer books and equity ledgers of the Company to the extent the same are in existence. (b) There are no rights or Contracts (including options, warrants, calls and preemptive rights) obligating the Company (A) to issue, sell, pledge, dispose of or encumber any Equity Interest of the Company, (B) to redeem, purchase or acquire in any manner any Equity Interests of the Company or (C) to make any dividend or distribution of any kind with respect to the Equity Interests of the Company (or to allow any participation in the profits or appreciation in value of the Company). There are no outstanding or authorized membership interest appreciation, phantom unit, profit participation, or similar rights affecting the Equity Interests of the Company. There are no agreements, instruments, proxies, judgments or decrees, whether written or oral, express or implied, other than this Agreement, relating to the voting of, sale, assignment, conveyance, transfer, delivery, right of first refusal, option or limitation on transfer of any Equity Interests of the Company.

  • Organization and Good Standing of the Company The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate its properties and conduct its business in all material respects as described in the Registration Statement, the Time of Sale Information and the Prospectus. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a material adverse effect on the operations, business, prospects, properties, financial condition or results of operation of the Company and its Subsidiaries taken as a whole (a “Material Adverse Effect”).

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