Organization and Standing; Certificate and Bylaws. 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 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 qualified to do business as a foreign corporation in any jurisdiction and such qualification is not presently required.
Organization and Standing; Certificate and Bylaws. The Company is a corporation duly organized and existing under, and by virtue of, the laws of the State of Utah and is in good standing under such laws. The Company has requisite corporate power 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 qualified to do business as a foreign corporation in any jurisdiction and such qualification is not presently required.
Organization and Standing; Certificate and Bylaws. 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 the requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted, and is in good standing in each jurisdiction where the failure to so qualify would have a material adverse effect on its business or properties.
Organization and Standing; Certificate and Bylaws. 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 currently conducted and as proposed to be conducted in the Business Overview provided to the Purchasers (the "Business Plan"). The Company is currently qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse affect on the Company's business as now conducted or its properties. The Company has furnished the Purchasers' special counsel with true and complete copies of its Certificate of Incorporation and Bylaws, as amended to date.
Organization and Standing; Certificate and Bylaws. The Purchaser 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 Purchaser has all requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted. The Purchaser is presently qualified to do business as a foreign corporation in good standing in each jurisdiction where the failure to be so qualified or in good standing would have a material adverse effect on the Purchaser’s business as now conducted.
Organization and Standing; Certificate and Bylaws. The Company is not qualified to do business in any state other than California, its jurisdiction of incorporation.
Organization and Standing; Certificate and Bylaws. GMC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. GMC 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.
Organization and Standing; Certificate and Bylaws. The Company is a corporation duly organized, validly existing and in good standing under, and by virtue of, the laws of the jurisdiction of its incorporation. The Company has requisite corporate power to own, lease and operate its properties and assets, and to carry on its business as presently conducted, and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the failure to be so qualified would have a Material Adverse Effect (as defined below) on the Company. The Company has delivered or made available a true and correct copy of the Certificate of Incorporation and Bylaws or other charter documents of the Company, each as amended to date, to counsel for the Investors. When used in connection with the Company, the term "Material Adverse Effect" means, for the purposes of this Agreement, any event or effect that is materially adverse to the business, assets, financial condition, or results of operations of the Company and its subsidiaries taken as a whole.
Organization and Standing; Certificate and Bylaws. DIGITAL 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. DIGITAL has the requisite corporate power to own and operate its properties and assets and to carry on its business as currently and previously conducted and as proposed to be conducted. DIGITAL is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Organization and Standing; Certificate and Bylaws. The Company is a corporation duly organized and existing under, and by virtue of, the laws of the State of Florida and is in good standing under such laws. The Company has requisite corporate power 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 qualified to do business as a foreign corporation in any jurisdiction and such qualification is not presently required.
