Organization; Capitalization. (a) TDY and each of the Transferred Subsidiaries is a corporation, partnership or other legal entity duly organized, validly existing and in good standing (to the extent such concept is recognized) under the laws of the jurisdiction of its incorporation or organization. TDY and each of the Transferred Subsidiaries has all requisite corporate power and authority to own, lease and operate its assets and to carry on the Tungsten Materials Business as now being conducted and is duly qualified or licensed to do business and is in good standing in the jurisdictions in which the ownership of its property or the conduct of the Tungsten Materials Business requires such qualification or license, except where the failure to be so qualified, licensed or in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) Section 3.1 of the Seller’s Disclosure Schedule sets forth for each of the Transferred Subsidiaries (i) its jurisdiction of incorporation, (ii) the number of authorized, issued and outstanding shares of each class of its share capital or other authorized, issued and outstanding equity interests, as applicable, the names of the record owner thereof, and the number of shares or percentage interests, as applicable, held by each such record owner of such share capital and (iii) the directors, secretary and accounting reference date and registered Encumbrances related thereto, as of the date hereof. All of the issued share capital of the each of the Transferred Subsidiaries has been validly issued in accordance with applicable Law and is, or as of immediately prior to Closing will be, fully paid, nonassessable (to the extent such term is applicable to the share capital of a Transferred Subsidiary) and free and clear of any Encumbrances. All of the issued and outstanding share capital or other equity interests of each Transferred Subsidiary is legally and beneficially owned by the holders set forth in Section 3.1 of the Seller’s Disclosure Schedule free and clear of any Encumbrances. Except as set forth in Section 3.1 of the Seller’s Disclosure Schedule, there are no shares of common stock, preferred stock or other equity interests of any Transferred Subsidiary authorized, reserved, issued or outstanding, and there are no preemptive rights or other options, warrants, puts, calls or other similar agreements with respect thereto (a) convertible or exchangeable into or exercisable for any securities of any Transferred Sub...
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. 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) 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. 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) 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.
Organization; Capitalization. The Company is a duly organized and validly existing corporation in good standing under the laws of the State of Nevada.
Organization; Capitalization. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of California and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified or registered as a foreign corporation to transact business under the Laws of each jurisdiction where the character of its activities or the location of the properties owned or leased by it requires such qualification or registration. Schedule 4.1(a) contains a true, correct and complete list of the jurisdictions in which the Company is qualified or registered to do business as a foreign corporation. The Company has made available to the Purchaser true, correct and complete copies of its articles of incorporation and bylaws as currently in effect and its corporate record books with respect to actions taken by its Shareholders and board of directors.
(b) Each of the Company’s former legal names, and current and former trade names and d/b/a’s, is listed on Schedule 4.1(b), and other than as set forth on such schedule, the Company does not conduct and has not conducted business under any name other than its current legal name.
(c) The Company does not own, directly or indirectly, any capital stock or other equity, securities or interests in any other Person.
(d) The authorized capital stock of the Company consists of one million (1,000,000) shares of common stock without par value, of which one thousand five hundred (1,500) shares are issued and outstanding and zero (0) shares are held in treasury. The Shareholders own all of the issued and outstanding shares of capital stock of the Company, as set forth on Schedule 4.1(d). All of the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. The Shareholders have full and exclusive power, right and authority to vote all of the shares of capital stock of the Company owned by them, and neither Shareholder is bound by any agreement affecting or relating to his right to transfer or vote such shares. There are no outstanding options, warrants, conversion rights, subscriptions or other rights entitling any Person to acquire or receive, or requiring the Company to issue, any shares of its capital stock or securities convertible into, or exchangeable for, such shares of capital stock. There are no outstanding Contracts of the Company or th...
Organization; Capitalization. (a) Each Subject Company is duly organized, validly existing and in good standing under the laws of the state or country of its incorporation, has full corporate power and authority to conduct its business as it is currently being conducted and to own and lease its properties and assets. Such Subject Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which such qualification is necessary under the applicable law as a result of the conduct of its business or the ownership of its properties except where the failure to be so qualified and in good standing is not reasonably likely to have a Material Adverse Effect. Each jurisdiction in which such Subject Company is qualified to do business as a foreign corporation is listed on Schedule 5.1. Other than MJ Research, MJ BioWorks and MJ Japan and as set forth on Schedule 5.1, MJ GeneWorks does not own capital stock or other equity interests in any other Person.
(b) The capitalization of each Subject Company is set forth on Schedule 5.1 hereto. All of such Subject Company’s outstanding shares of capital stock are duly authorized, validly issued, fully paid and non-assessable. Except as set forth on Schedule 5.1, each Shareholder represents as to himself that he has title to all of the outstanding shares of capital stock set forth next to his name on Schedule 5.1 hereto free and clear of all Encumbrances with full right, power and authority to transfer such shares to Buyer. MJ GeneWorks represents that it has title to all of the issued and outstanding shares of capital stock of each of MJ Research, MJ BioWorks and MJ Japan set forth next to its name on Schedule 5.1 hereto free and clear of all Encumbrances. Except as set forth on Schedule 5.1, there are no outstanding subscriptions, calls, commitments, warrants or options for the purchase of shares of any capital stock or other equity securities of such Subject Company or any securities convertible into or exchangeable for shares of capital stock or other securities issued by such Subject Company, or any other commitments of any kind for the issuance of additional shares of capital stock or other securities issued by such Subject Company. Upon delivery to Buyer, the capital stock of MJ GeneWorks will be free and clear of all Encumbrances and shall be duly authorized, validly issued, fully paid and non-assessable.
