Organization; Directors and Officers Sample Clauses

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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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Related to Organization; Directors and Officers

  • Directors and Officers The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

  • Board of Directors and Officers The directors and corporate officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

  • Directors and Officers Insurance The Company shall, to the extent that the Board determines it to be economically reasonable, maintain a policy of directors’ and officers’ liability insurance (“D&O Insurance”), on such terms and conditions as may be approved by the Board.

  • Resignations of Directors and Officers The persons holding the positions of a director or officer of the Company, in office immediately prior to the Effective Time, shall have resigned from such positions in writing effective as of the Effective Time.

  • Post-Closing Directors and Officers Subject to the terms of the Acquiror Organizational Documents, Acquiror shall take all such action within its power as may be necessary or appropriate such that immediately following the Closing:

  • Indemnification of Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Indemnification; Directors’ and Officers’ Insurance (a) The Company shall, and from and after the Effective Time, CSLC and the Surviving Entity shall, indemnify, defend and hold harmless each person who is now, or at any time prior to the date hereof has been or who becomes prior to the Effective Time, an officer, director or employee of the Company or any of its Subsidiaries (the "Indemnified Parties") from and against (i) all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of or in connection with this Agreement, the Merger or any of the transactions contemplated hereby or thereby, in each case to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable law. Without limiting the foregoing, if any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Parties.

  • Indemnification of the Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity agreement contained in Section 6(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (including any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by and relating to such Underwriter through you expressly for use therein.

  • Resignation of Directors and Officers The directors and officers of the Company in office immediately prior to the Effective Time shall have resigned as directors and officers of the Surviving Corporation effective immediately following the Effective Time.

  • Charter Documents Directors and Officers (a) The charter of the Acquiring Fund as in effect immediately prior to the Effective Time shall continue in full force and effect as the charter of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law.

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