Organization, etc The Purchaser has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to execute and deliver this Agreement and to perform the terms and provisions hereof.
Organization; Power Each of Holdings, the Borrower and the Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority and all governmental rights, qualifications, approvals, authorizations, permits, accreditations, Reimbursement Approvals, licenses and franchises material to the business of the Borrower and the Subsidiaries taken as a whole that are necessary to own its assets, to carry on its business as now conducted and as proposed to be conducted and to execute, deliver and perform its obligations under each Loan Document to which it is a party and (c) except where the failure to do so, individually or in the aggregate, is not reasonably likely to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.
Organization; Powers Each of the Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.
Organizational Rights 4.1 The Association shall have the right to use the meeting rooms of the Employer, as defined below, after student dismissal times. 4.1.1 The Association shall request use of the Employer's meeting rooms in the same manner and with the same responsibilities as required of other groups who request such rooms. 4.2 The Association shall reimburse the Employer at actual cost for Employer materials or supplies used by the Association, with such use having been approved in writing by the Superintendent or his/her designee prior to such use. 4.3 There shall be available at each building site where five (5) or more Unit Members are permanently assigned, bulletin board space for the exclusive use of the Association. Announcements of teaching positions shall be sent to all certificated staff. Other memos will be sent to sites. 4.4 Association newsletters that may contain a message from the Superintendent and other responsible communications are considered the business of the employer and may be distributed through the Employer’s mail delivery system. These items shall be subject to the same delivery schedule and procedures as any other mail being delivered through the county mail service. All material sent through the Employer’s mail service shall be of a responsible and constructive nature with the Association accountable for items sent under its name. Political communications should not be distributed through the mail system. All other Association communications not approved as the business of the Employer shall be distributed through the U. S. mails or other means. Upon request by the Association, the Employer will provide on its web site a link to the Association’s web site, where the Association may post notices of interest to members. The SCOE web site is not a public forum. The Employer disclaims any responsibility or liability for the content of messages posted on the Association’s web site. 4.5 Representatives of the Association shall have the right to transact Association business with Unit Members after student dismissal time. Unit Members shall have the right to transact Association business on breaks, after student dismissal time, and during staff meetings. If the information is of a confidential nature, it will be shared at the end of the staff meeting with only unit members in attendance. 4.6 The Employer shall supply the Association a list of names, site mailing address, and position of all Unit Members and Non-Unit Members defined in the bargaining unit no later than October 15. All new Unit Members will be reported to the Association no later than ten (10) working days after submitting his/her CTA/NEA Membership Enrollment Form to the Employer. All Unit Members shall have the right to refuse the release of any other information concerning them to the Association or its designee. 4.7 The SACP and the SCSS, through the Director of Human Resources and/or Core-level Administrators, shall meet periodically to review the administration of this Agreement and to consult on issues of interest to either party. Additional consulting meetings shall be held upon request of either party. Such a consulting meeting shall be scheduled by mutual agreement of the parties, but in no case shall the meeting be delayed more than fourteen (14) calendar days if either party wishes an early meeting. 4.8 A representative of the Association shall be released to attend all Stanislaus County Board of Education meetings and Superintendents' Council meetings. 4.9 The SACP President shall be granted release time for 12 days each year in order to conduct Association business, including attendance at internal contract-related meetings and hearings. 4.10 The Employer shall provide the Association with a computer disk copy of each contract upon its ratification. The Employer may select the type of computer and software from commonly used products. 4.11 Any Unit Member representing the Association as an elected CTA official at the state level shall be granted up to four (4) days of paid release time to attend state level meetings. The Unit Member shall reimburse the Employer the actual cost of a substitute.
Organization Documents The Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of any Borrower and any Guarantor, the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of any Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.
Capitalization; Governing Documents As of the date of this Agreement, the authorized capital stock of the Company consists of: 10,000,000,000 shares of Common Stock, of which 4,005,718,437 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles of Incorporation as in effect on the date hereof (“Articles of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.
Organization; Power; Qualification Each of the Borrower, the other Loan Parties and the other Subsidiaries is a corporation, partnership or other legal entity, duly organized or formed, validly existing and in good standing under the jurisdiction of its incorporation or formation, has the power and authority to own or lease its respective properties and to carry on its respective business as now being and hereafter proposed to be conducted and is duly qualified and is in good standing as a foreign corporation, partnership or other legal entity, and authorized to do business, in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization and where the failure to be so qualified or authorized could reasonably be expected to have, in each instance, a Material Adverse Effect.
Organization; Powers; Subsidiaries The Borrower and its Material Subsidiaries are duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have all requisite power and authority to carry on their respective business as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, are qualified to do business in, and are in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by the Borrower or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests are owned, beneficially and of record, by the Borrower or such other Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date, there are no outstanding commitments or other obligations of the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person other than the Borrower or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary, except as disclosed on Schedule 3.01.
Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity (a) Amend, modify or change its Organization Documents in a manner adverse to the Lenders. (b) Change its fiscal year. (c) Without providing ten (10) days prior written notice to the Administrative Agent, change its name, state of formation or form of organization.
Organizational Chart The organizational chart attached as Schedule III hereto, relating to Borrower and certain Affiliates and other parties, is true, complete and correct on and as of the date hereof.