Organization and Standing; Restated 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. The Company is qualified to do business as a foreign corporation in all jurisdictions in which the failure to be so qualified would have a material adverse affect on the Company’s business, financial condition or results of operations.
Organization and Standing; Restated Certificate and Bylaws. Buyer 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. Buyer has the requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted.
Organization and Standing; Restated Certificate and Bylaws. Buyer is a limited liability company duly organized and validly existing under, and by virtue of, the laws of the State of Nevada and is in good standing under such laws. Buyer has the requisite power and authority to own and operate its properties and assets and to carry on its business as presently conducted.
Organization and Standing; Restated Certificate and Bylaws. Buyer is a corporation duly organized and validly existing under, and by virtue of, the laws of Ontario and is in good standing under such laws. Buyer has the requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted.
Organization and Standing; Restated 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 proposed to be conducted. The Company is qualified to do business and is in good standing in each state in which the failure to be so qualified or in such standing would have a material adverse effect on the Company’s business or properties as now conducted and proposed to be conducted. The Company has made available to the Purchasers, or their counsel, copies of the Restated Certificate and the Company’s Bylaws. Said copies are true, correct and complete and contain all amendments through the Closing Date.
