Organization and Standing; Certificate 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 requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as currently conducted and as proposed to be conducted. The Company is not currently qualified to do business as a foreign corporation in any jurisdiction, except for California, and the failure to be so qualified will not have a material adverse affect on the Company's business as now conducted. The Company has furnished Purchaser with copies of its Certificate of Incorporation and By-Laws, as amended. Said copies are true, correct and complete and contain all amendments through the Closing Date.
Organization and Standing; Certificate and By-Laws. The Company is a corporation legally incorporated, duly organized, validly existing, and in good standing under the laws of the State of ________. The Company has all 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 qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which the Company owns or leases property or in which the failure to be so qualified would have a material adverse affect on the Company's business as currently conducted.
Organization and Standing; Certificate 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 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; Certificate 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 all 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 presently qualified to do business as a foreign corporation in each jurisdiction where the failure to be so qualified would reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or liabilities of the Company and its Subsidiary (as defined in Section 3.4 below) taken as a whole (a "Material -------- Adverse Effect"). A true and correct copy of the Company's Amended and Restated -------------- Certificate of Incorporation (the "Restated Certificate") is attached hereto as -------------------- Exhibit C, and a true and correct copy of the Company's By-Laws (the "By-Laws") --------- ------- is attached hereto as Exhibit D, which in each case shall be in full force and --------- effect as of the Closing Date. Such copies contain all amendments through the Closing Date. 3.2
Organization and Standing; Certificate and By-Laws. RPW is a corporation duly organized and existing under, and by virtue of, the laws of the State of New Hampshire and is in good standing under such laws. RPW has the requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted. RPW has furnished ALGT or its counsel with a copy of its Articles of Incorporation, as amended and in effect as of the date of this Agreement. Said copy is true, correct and complete and contains all amendments through the date hereof. RPW never adopted any by-laws. Xxxxxx represents he is the sole Director of RPW and he has sole authority to act on behalf of RPW.
Organization and Standing; Certificate and By-Laws. Each of ALGT and AIS is a corporation duly organized and existing under, and by virtue of, the laws of the State of Nevada and is in good standing under such laws. Each of ALGT and AIS 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; Certificate and By-Laws eLoyalty 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. eLoyalty has the requisite corporate power to own and operate and to carry on the eLoyalty Business as presently conducted. On the Funding Date, eLoyalty will be qualified, licensed or domesticated as a foreign corporation in all jurisdictions where the nature of its activities or of its properties owned or leased makes such qualification, licensing or domestication necessary, other than those jurisdictions in which the failure to do so would not reasonably be expected to have a material adverse effect on the eLoyalty Business. eLoyalty has furnished the Purchasers or their counsel with copies of eLoyalty's Certificate of Incorporation and By-Laws, including all amendments thereto. Said copies are true, correct and complete and contain all amendments through the date of this Agreement.
Organization and Standing; Certificate 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 all 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 duly qualified to do business as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse effect on the Company's execution, delivery and performance of this Agreement, the transactions contemplated hereby and the Company's business generally. The Company has furnished the Investor with copies of its Restated Certificate of Incorporation in effect as of the date hereof (the "Restated Certificate") and Bylaws, as amended. Said copies are true, correct and complete and contain all amendments through the date hereof.
Organization and Standing; Certificate and By-Laws. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has all 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 qualified to do business as a foreign corporation in the State of California. The Company is not so qualified in any other jurisdiction and the failure to be so qualified will not have a material adverse effect on the Company's business as now conducted or as proposed to be conducted. The Company has furnished the Investors with copies of its Certificate of Incorporation and Bylaws. Said copies are true, correct and complete and contain all amendments through the Closing Date.
Organization and Standing; Certificate and By-Laws. The Company is a -------------------------------------------------- corporation duly organized and existing under, and by virtue of, the laws of the State of Nevada 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.
