Organization; Capitalization Sample Clauses
Organization; Capitalization. (a) The Company is duly organized and validly existing in good standing under the laws of the jurisdiction in which it was formed, and has the requisite power and authority to own its properties and to carry on its business as now being conducted. The Company is not a party to any joint venture and does not directly or indirectly own or hold capital stock or an equity or similar interest in any entity. The Company is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company.
(b) The authorized capital stock of the Company consists of (i) 50,000,000 shares of Common Stock, and (ii) no shares of preferred stock. As of the date of this Agreement and the Closing, there are 16,200,001 Common Shares issued and outstanding. Schedule 3.01(b) sets forth (A) a complete and accurate list of all holders of Common Shares, indicating the number of Common Shares held by each holder; (B) all stock option plans and other stock or equity-related plans of the Company and (C) all warrants outstanding. All of the issued and outstanding Common Shares are duly authorized, validly issued, fully paid, non-assessable and free of all preemptive rights. Other than as set forth in the Memorandum (as defined herein) or listed in Schedule 3.01(b), there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company is a party or which are binding upon the Company providing for the issuance or redemption of any of its capital stock. Other than as set forth in the Memorandum or listed in Schedule 3.01(b), there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. Except as set forth in the Memorandum or in Schedule 3.01(b), there are no agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act of 1933 (the “Act”), as amended, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. To the knowledge of the Company, there are no agreements am...
Organization; Capitalization. Borrower is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all requisite corporate power and authority to own its property and to carry on its business as now being conducted.
Organization; Capitalization. (a) TJX is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own its properties, to carry on its business as now conducted, and to consummate the transactions contemplated hereby.
(b) Seller is a corporation duly organized, validly existing and in good standing under the laws of The Commonwealth of Massachusetts, and has all requisite corporate power and authority to own, operate and lease its properties, to carry on its business as now conducted, and to consummate the transactions contemplated hereby. Seller is duly qualified to do business as a foreign corporation and in good standing in each other jurisdiction in which its ownership, operation or lease of property or the character of its business requires such qualification, except for failures to be so qualified or in good standing that would not reasonably be expected to have a material adverse effect on the assets, business operations, financial condition or results of operations of the Division, taken as a whole (a "Material Adverse Effect"). Copies of the Certificate of Incorporation and By-laws of Seller, each as amended to date, have been previously delivered to Buyer, are complete and correct, and no amendments have been made thereto or have been authorized since the date of such delivery. Seller is not in violation of any provision of its Certificate of Incorporation or By-laws.
(c) Trade Name Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own its properties, to carry on its businesses as now conducted, and to consummate the transactions contemplated hereby. Trade Name Sub is duly qualified to do business as a foreign corporation and in good standing in each other jurisdiction in which its ownership, operation or lease of property or the character of its business requires such qualification, except for failures to be so qualified or in good standing that would not reasonably be expected to have a Material Adverse Effect. Copies of the Certificate of Incorporation and By-laws of Trade Name Sub, each as amended to date, have been previously delivered to Buyer, are complete and correct, and no amendments have been made thereto or have been authorized since the date of such delivery. Trade Name Sub is not in violation of any provision of its Certificate of Incorpor...
Organization; Capitalization. (a) The Company is duly organized and validly existing in good standing under the laws of the jurisdiction in which it was formed, and has the requisite power and authority to own its properties and to carry on its business as now being conducted. The Company is not a party to any joint venture and, other than Motus GI Inc., a Delaware corporation and wholly owned subsidiary of Company, does not directly or indirectly own or hold capital stock or an equity or similar interest in any entity. The Company is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company.
(b) The authorized capital stock of the Company consists of (i) 45,000,000 Ordinary Shares, and (ii) 33,000,000 Preferred A Shares. As of the date of this Agreement and the Closing (assuming no Company Options have been exercised and without taking into account the exercise of the Company Warrants after the date of this Agreement), there are (i) 4,271,094 Ordinary Shares issued and outstanding; and (ii) 13,499,999 shares of Preferred A Shares issued and outstanding. Schedule 2.1(b) sets forth (A) a complete and accurate list of all holders of Ordinary Shares and Preferred A Shares, indicating the number of Ordinary Shares and Preferred A Shares held by each holder; which represents all of the issued and outstanding shares of capital stock of the Company, (B) all stock option plans and other stock or equity-related plans of the Company, (C) all options and warrants outstanding and (D) a complete and accurate list of all Noteholders, indicating the number of Company Notes held by each such noteholder; which represents all of the issued and outstanding Company Notes. All of the issued and outstanding Shares are duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights. Other than as listed in Schedule 2.1(b) and as set forth in the Company’s Certificate of Incorporation, there are no outstanding or authorized options, warrants, rights, notes, agreements or commitments to which the Company is a party or which are binding upon the Company providing for the issuance or redemption of any of its capital stock. Other than as listed in Schedule 2.1(b) and as set forth in the Company’s Fo...
Organization; Capitalization. (a) Schedule 5.1 contains a complete and accurate list of the name of Seller, its jurisdiction of organization and other jurisdictions in which it is authorized to do business. Seller is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, has all requisite power and authority to own and lease its properties and carry on its business as it is now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of properties makes such qualification necessary.
(b) As of the date of this Agreement, the general and limited partnership interests of Seller are as set forth on Schedule 5.1. Except as set forth on Schedule 5.1, there is outstanding no security, option to purchase, right, call, subscription, agreement, commitment, right of first refusal or understanding of any nature whatsoever, fixed or contingent, that directly or indirectly (i) calls for the issuance, sale, pledge or other disposition of any general or limited partnership interest of Seller or any security convertible into, or other right to acquire, any general or limited partnership interest of Seller; (ii) obligates Seller to grant, offer to grant or enter into any of the foregoing; or (iii) relates to the voting or control of such partnership interests, securities or rights. Schedule 5.1 sets forth the name and address of each holder of a general and limited partnership interest of Seller and the equity interest in Seller represented thereby.
Organization; Capitalization. (a) Each of Parent and Merger Sub is duly organized and validly existing in good standing under the laws of the jurisdiction in which it was formed, and has the requisite power and authority to own its properties and to carry on its business as now being conducted. Neither Parent nor Merger Sub is a party to any joint venture and neither directly or indirectly own or hold capital stock or an equity or similar interest in any entity. Each of Parent and Merger Sub is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on Parent or Merger Sub, as applicable. Each of Parent and Merger Sub owns, directly or indirectly, all of the capital stock or other equity interests of each subsidiary free and clear of any liens, and all the issued and outstanding securities of capital stock of each subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.
(b) The authorized capital stock of the Parent consists of 50,000,000 shares of Parent Common Stock, of which 1,000,000 shares were issued and outstanding as of the date of this Agreement, and 10,000,000 shares of preferred stock, par value $0.0001 per share, none of which was issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid, non-assessable and free of all preemptive rights. There are no outstanding or authorized, warrants, options to purchase common stock, stock appreciation, phantom stock or similar rights with respect to the Parent. There are no agreements to which the Parent is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act of 1933, as amended, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Parent. There are no agreements among other parties, to which the Parent is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or ...
Organization; Capitalization. Wentworth is a duly organized and validly ---------------------------- existing corporation in good standing under the laws of the State of Delaware, authorized to issue an aggregate of 40,000,000 shares of Wentworth Common Stock and 10,000,000 shares of Wentworth Preferred Stock. On the Effective Date, there will be issued and outstanding no more than 200,000 shares of Wentworth Common Stock, all of which such issued and outstanding shares will be validly issued, fully paid and nonassessable. On the Effective Date, there will be issued and outstanding no shares of Wentworth Preferred Stock. Except as contemplated by this Agreement, on the Effective Date there will be no issued or outstanding securities and no issued or outstanding options, warrants or other rights, or commitments or agreements of any kind, contingent or otherwise, to purchase or otherwise acquire Wentworth Shares or any issued or outstanding securities of any nature convertible into Wentworth Shares other than the 200,000 shares of Wentworth Common Stock which are currently outstanding. There is no proxy or any other agreement, arrangement or understanding of any kind authorized, effective or outstanding which restricts, limits or otherwise affects the right to vote any Wentworth Shares.
Organization; Capitalization. Creative Vistas is a duly organized and validly existing corporation in good standing under the laws of the State of Arizona, authorized to issue an aggregate of 100,000,000 shares of no par value Common Stock and 50,000 shares of no par value Preferred Stock. On the Closing Date, there will be issued and outstanding no more than 10,000,000 shares of Common Stock, all of which such issued and outstanding shares will be validly issued, fully paid and nonassessable. On the Closing Date, there will be issued and outstanding no shares of Preferred Stock. Except as contemplated by this Agreement, on the Closing Date there will be no issued or outstanding securities and no issued or outstanding options, warrants or other rights, or commitments or agreements of any kind, contingent or otherwise, to purchase or otherwise acquire capital stock of Creative Vistas or any issued or outstanding securities of any nature convertible into capital stock other than the 10,000,000 shares of Common Stock which are currently outstanding. There is no proxy or any other agreement, arrangement or understanding of any kind authorized, effective or outstanding which restricts, limits or otherwise affects the right to vote any shares of Common Stock. No shares of capital stock of Creative Vistas were issued in violation of the preemptive rights of any person or entity.
Organization; Capitalization. (a) GT Gain SA is duly organized and validly existing in good standing under the laws of the jurisdiction in which it was formed and has the requisite power and authority to own its properties and to carry on its business as now being conducted. GT Gain SA is not a party to any joint venture and does not directly or indirectly own or hold capital stock or an equity or similar interest in any entity. GT Gain SA is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on GT Gain SA.
(b) The authorized capital stock of GT Gain SA consists of 359,639 shares with a nominal value CHF 1.0 per share, of which 225,000 are common shares and 134,639 are Series A Convertible Preferred Stock. The Company has no plans or commitments to issue any securities. All of the issued and outstanding Common Stock and Series A Convertible Preferred Stock of GT Gain SA are duly authorized, validly issued, fully paid, non-assessable and free of all preemptive rights. Other than rights of the Series A Series A Convertible Preferred Stock there are no outstanding or authorized options, warrants, rights, agreements or commitments to which GT Gain SA is a party or which are binding upon GT Gain SA providing for the issuance or redemption of any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to GT Gain SA. Other than agreements with the Series A Convertible Preferred Stock holders, there are no agreements to which GT Gain SA is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act or Swiss law, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of GT Gain SA. All of the issued and outstanding shares of capital stock of GT Gain SA were issued in compliance with applicable securities laws.
Organization; Capitalization. (a) Parent is a limited liability company duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has all requisite corporate power and authority to carry on its business as presently conducted. Each of Parent and Merger Sub is duly qualified or licensed, and has all necessary Permits, to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such approvals, qualification or licensing necessary, except where the failure to be so duly approved, qualified or licensed and in good standing would not reasonably be expected, individually or in the aggregate, to prevent or materially impair or delay the ability of Parent or Merger Sub to perform any of its obligations hereunder or consummate the Merger and the other Transactions.