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) 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.
Organization; Capitalization. (a) Schedule 5.1 contains a complete and accurate list of the name of Seller, its jurisdiction of incorporation and other jurisdictions in which it is authorized to do business. Seller is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, has all requisite corporate 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.
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) 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.
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) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own or lease the properties used in its business and to carry on such business as presently conducted.
Organization; Capitalization. (a) Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Virginia and Delaware, respectively, and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent’s Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent and its Subsidiaries is duly qualified or licensed, and has all necessary governmental approvals, 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 has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.
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.
