Organization and Standing; Certificate of Incorporation 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 all requisite legal and corporate power and authority to execute and deliver this Agreement, to sell and to issue the Units hereunder, and to issue the shares of Common Stock issuable upon exercise of the Warrants.
Organization and Standing; Certificate of Incorporation 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 and authority to own and operate its properties and assets and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing in each jurisdiction in which the failure to be so qualified to business would have a material adverse effect on the business or financial condition of the Company. The Company has made available to the Purchasers copies of its Certificate of Incorporation, Bylaws and its minute books. Said copies are true, correct and complete and reflect all amendments now in effect.
Organization and Standing; Certificate of Incorporation 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 and authority to own and operate its properties and assets and to carry on its business as presently conducted. The Company is presently qualified to do business as a foreign corporation in the State of California, and there is no other jurisdiction in which the failure to be so qualified would have a material adverse effect on the business or financial condition of the Company. The Company has furnished the counsel for the Purchasers with copies of its Certificate of Incorporation and Bylaws, each as amended to date. Said copies are true, correct and complete and reflect all amendments now in effect.
Organization and Standing; Certificate of Incorporation and Bylaws. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Colorado, and has full power and authority and all material licenses and approvals to own and operate its properties and assets and to carry on its business as presently conducted. The Company is duly qualified and authorized to do business, and is in good standing as a foreign corporation, in each jurisdiction where the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except where the failure to so qualify would not have a material adverse effect upon the business and operations of the Company.
Organization and Standing; Certificate of Incorporation and Bylaws. The Company is a corporation duly organized and existing under, and by virtue of, the laws of the State of Texas 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. The Company is not required to be qualified to do business as a foreign corporation in any other jurisdiction in which the failure to be so qualified would have a material adverse effect on the business or financial condition of the Company.
Organization and Standing; Certificate of Incorporation and Bylaws. The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Connecticut. The Company has requisite corporate power and authority to own its assets and to carry on its business as now conducted and proposed to be conducted and is duly qualified as a foreign corporation in each jurisdiction in which such qualification is necessary. Copies of the Certificate of Incorporation and Bylaws of the Company have been provided to Purchasers. Said copies remain true, correct and complete and reflect all amendments as of the Closing.
Organization and Standing; Certificate of Incorporation and Bylaws. The Company is a corporation duly organized and validly existing and is in good standing under the laws of the State of Delaware. 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 presently qualified to do business as a foreign corporation in California and there is no other jurisdiction in which the failure to be so qualified would have a material adverse effect on the business or financial condition of the Company. The Company has made available to counsel for the Purchaser copies of its Certificate of Incorporation and Bylaws. Said copies are true, correct and complete and reflect all amendments now in effect.
Organization and Standing; Certificate of Incorporation and Bylaws. The Company is a corporation duly and validly existing under, and by virtue of, the laws of the State of New York and is in good standing under such laws. The Company has the requisite corporate power to own and operate its properties and assets, and to carry on its business as presently conducted. The Company has made available to the Purchaser or its special counsel copies of the Company's Certificate of Incorporation and Bylaws, each as amended to date, and copies of all proceedings of the Company's Board of Directors and shareholders with respect to the period from January 1, 1995 through the date hereof. Said copies are true, correct and complete copies of the original documents.
Organization and Standing; Certificate of Incorporation and Bylaws. PhotoLoft is a corporation duly organized and validly existing under and is in good standing under the laws of the State of Nevada. Merger Sub is a corporation duly organized and validly existing under and is in good standing under the laws of the State of California. Each of PhotoLoft and Merger Sub 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. Each of PhotoLoft and Merger Sub is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business conducted by it or the location of the properties owned or leased by it make such qualification necessary, except for jurisdictions in which the failure to so qualify would not have a material adverse effect on the assets, liabilities, business, financial condition, results of operations, or prospects of PhotoLoft and Merger Sub taken as a whole. Each of PhotoLoft and Merger Sub has furnished EVG with copies of its respective Articles of Incorporation and Bylaws. Said copies are true, correct and complete and contain all amendments through the date hereof. PhotoLoft and Merger Sub shall furnish EVG with amendments to their respective Articles of Incorporation and Bylaws, if any, from the date hereof to the Closing Date.
Organization and Standing; Certificate of Incorporation and Bylaws. The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with requisite corporate power and authority to own its properties and conduct its business as presently conducted. The Company is duly qualified to do business as a foreign corporation in good standing in all other U.S. jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries, taken as a whole (hereinafter, a “Material Adverse Effect”). The Company has made available to representatives of the Purchaser with correct and complete copies of the Certificate of Incorporation and Bylaws of the Company, both as amended and currently in effect.
