Organization, Existence and Authority. Umpqua is a corporation duly organized and validly existing under the laws of the State of Oregon and has all requisite corporate power and authority to own, lease, and operate its properties and assets and carry on its business in the manner now being conducted and as proposed to be conducted. Umpqua Bank is a bank duly organized, validly existing, and in good standing under the laws of the State of Oregon and has all requisite corporate power and authority to own, lease, and operate its properties and assets and carry on its business in the manner now being conducted and as proposed to be conducted. SAWY is a registered broker-dealer duly organized and validly existing under the laws of the State of Oregon and has all requisite corporate power and authority to own, lease and operate its properties and assets and carry on its business in the manner now being conducted and as proposed to be conducted. Each of Umpqua, Umpqua Bank and SAWY is qualified to do business and is in good standing in every jurisdiction in which such qualification is required except where the failure to so qualify or be in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Umpqua.
Organization, Existence and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York, and has all requisite power and authority (a) to execute and deliver (i) this Agreement and (ii) each of the other documents and instruments to be executed by it as contemplated by this Agreement (collectively referred to herein as the "Other Documents") and (b) to perform its respective obligations under this Agreement, the Note Agreement and the Other Documents.
Organization, Existence and Authority. FNB is a corporation duly organized and validly existing under the laws of the State of North Carolina. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of FNB and Merger Sub is duly qualified to do business and is in good standing under the laws of any foreign jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified, except where any failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and has the corporate or other organizational power and authority to own its properties and assets and to carry on its business as it is now being conducted. FNB is registered as a bank holding company under the BHC Act. FNB Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States. The deposit accounts of FNB Bank are insured by the FDIC to the fullest extent permitted by law and FNB Bank is a member in good standing of the Federal Home Loan Bank of Atlanta.
Organization, Existence and Authority. Each of the Company, the Parent and the other Guarantors is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of the Company, the Parent and the other Guarantors has all requisite power and authority to execute and deliver this Agreement and each of the Company and the Parent has all requisite power and authority to perform its respective obligations under the Amended Note Agreement.
Organization, Existence and Authority. The Company is a corporation duly incorporated, validly existing and is in good standing under the laws of the State of Michigan. The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under the Amended Note Documents.
Organization, Existence and Authority. (a) The Company is a banking corporation chartered pursuant to the National Consumer Cooperative Bank Act, as amended 12 U.S.C. §§3001-3051. The Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
(b) The Guarantor is a Delaware chartered savings and loan holding company duly organized, validly existing and in good standing under the laws of Delaware. The Guarantor has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
(c) Each Subsidiary of the Company is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Schedule 3.1 hereto sets forth complete and correct lists of the Subsidiaries of the Company, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the owners (and percentage of ownership) of each class of its capital stock outstanding.
Organization, Existence and Authority. MBI has the requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by MBI of this Agreement have been duly authorized by all necessary action on MBI’s part.
Organization, Existence and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and all other agreements entered into or delivered in connection with the transactions contemplated hereby. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect (as hereinafter defined). The Seller has all authorizations, approvals, orders, licenses, certificates and permits of and from all governmental or regulatory bodies necessary to own and/or lease the properties and assets employed by the Seller in the conduct of the Transferred Antibody Collection Business and to conduct the business and operations of the Transferred Antibody Collection Business as currently conducted, except where the failure to do so would not have a Material Adverse Effect. For purposes of this Agreement, a "Material Adverse Effect" shall mean any matter with an adverse financial impact to the Buyer of five hundred thousand dollars ($500,000) or more.
Organization, Existence and Authority. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the Australian Capital Territory. The Buyer has all requisite power and authority to execute, deliver and perform this Agreement and all other agreements entered into or delivered in connection with the transactions contemplated hereby.
Organization, Existence and Authority. Thin Crust Equityholder Corp. has been duly formed and is validly existing as a corporation in good standing under the laws of Delaware and has all requisite organizational power and authority to carry on its business as now being conducted. Thin Crust Equityholder Corp. is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of the business or the ownership, leasing, holding or use of its properties makes such qualification necessary, except such other jurisdictions where the failure to be so qualified or licensed or in good standing would not reasonably be expected to have a Thin Crust Material Adverse Effect.
