Organization; Directors and Officers. North Central is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota, and has all necessary corporate power and authority to own its properties and assets and conduct the business presently being conducted by it. Engineered Narrow Fabrics, Incorporated (“Narrow Fabrics”) is a corporation duly organized, validly existing and in good standing under the laws of the State of Massachusetts, and has all necessary corporate power and authority to own its properties and assets and conduct the business presently being conducted by it. Red Snap’r of Canada Limited (“Red Snap’r Canada”) is a corporation duly organized, validly existing and in good standing under the laws of the Province of Ontario, Canada, and has all necessary corporate power and authority to own its properties and assets and conduct the business presently being conducted by it. North Central and North Central’s Affiliates are each qualified or licensed to transact business as a foreign corporation in each jurisdiction in which the character of their respective properties or the nature of their respective activities makes any such qualification necessary and where the failure to be so qualified would have a material adverse effect upon the businesses of North Central or North Central’s Affiliates. The jurisdictions in which North Central or North Central’s Affiliates are qualified are listed on Schedule 3.2. Schedule 3.2 also sets forth a list of the directors and officers (with all titles and positions indicated) of North Central and North Central’s Affiliates. Sellers have previously made available to Buyer complete and correct copies of the Articles of Incorporation and Bylaws of North Central and North Central’s Affiliates, and all amendments thereto.
Organization; Directors and Officers. MacroPore is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. MacroPore has all necessary power and authority to own its properties and assets and conduct the business presently being conducted by it.
Organization; Directors and Officers. Baby's Breath is a corporation duly organized, validly existing under the laws of the State of Israel, and has all necessary corporate power and authority to own its properties and assets and conduct its business.
Organization; Directors and Officers. Vision-Sciences is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Vision-Sciences has all necessary power and authority to own its properties and assets and conduct the business presently being conducted by it.
Organization; Directors and Officers. STI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all necessary power and authority to own its properties and assets and conduct the business presently being conducted by it. STI is in good standing and is qualified or licensed to transact business as a foreign corporation in each other jurisdiction in which the character of its properties or the nature of its activities makes any such qualification necessary other than jurisdictions where the failure to be so qualified or licensed would not result in a Material Adverse Effect. The jurisdictions in which STI is qualified are listed on Schedule 3.2. Schedule 3.2 also sets forth a list of the directors and officers (with all titles and positions indicated) of STI. STI has heretofore delivered to August complete and correct copies of the Certificate of Incorporation and all amendments thereto, and of the Bylaws and all amendments thereto and any other governing documents or instruments.
Organization; Directors and Officers. Xxxxxxxxx Equipment is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota, and has all necessary corporate power and authority to own its properties and assets and conduct the business presently being conducted by it. Seller has previously made available to Buyer complete and correct copies of the Articles of Incorporation and Bylaws of Xxxxxxxxx Equipment and all amendments thereto.
Organization; Directors and Officers. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Seller has all necessary corporate power and authority to own its properties and assets and conduct the business presently being conducted by it. Seller is duly qualified and in good standing to do business in the jurisdictions listed on Schedule 3.2. The jurisdictions listed on Schedule 3.2 are the only jurisdictions in which the property owned, leased or operated by Seller or the nature of the Business makes such qualification necessary, except to the extent that the failure to be so qualified would not materially adversely affect (i) the ability of Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the other agreements contemplated hereby, or (ii) the ability of Seller to conduct the Business as currently conducted. Schedule 3.2 sets forth a true and complete list of the directors and officers (with all titles and positions indicated) of Seller.
Organization; Directors and Officers. STI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all necessary power and authority to own its properties and assets and conduct the business presently being conducted by it. STI is in good standing and is qualified or licensed to transact business as a foreign corporation in each other jurisdiction in which the character of its properties or the nature of its activities makes any such qualification necessary other than jurisdictions where the failure to be so qualified or licensed would not result in a Material Adverse Effect. The jurisdictions in which STI is qualified are listed on SCHEDULE 3.2. SCHEDULE 3.2 also sets forth a list of the directors and officers (with all titles and positions indicated) of STI. STI has heretofore delivered to August complete and correct copies of the Certificate of Incorporation and all amendments thereto, and of the Bylaws and all amendments thereto and any other governing documents or instruments.
Organization; Directors and Officers. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all necessary power and authority to own its properties and assets and conduct the business presently being conducted by it. Seller is duly licensed or qualified to do business as a corporation and is in good standing in the jurisdictions where the conduct or nature of the business or the ownership, leasing, holding or use of any property or asset related to or used in connection with the business makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect.
Organization; Directors and Officers. Leadtech is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey, and has all necessary corporate power and authority to own its properties and assets and conduct the business presently being conducted by it. Leadtech is qualified or licensed to transact business as a foreign corporation in each jurisdiction in which the character of its properties or the nature of its activities makes any such qualification necessary and where the failure to be so qualified would have a material adverse effect upon Leadtech's business. The jurisdictions in which Leadtech are qualified are listed on Schedule 3.2. Schedule 3.2 also sets forth a list of the directors and officers (with all titles and positions indicated) of Leadtech. Sellers have previously made available to Buyer complete and correct copies of the Articles of Incorporation and Bylaws of Leadtech and all amendments thereto.
