Organization, Existence and Capital Stock. The Subsidiary is a corporation duly organized and validly existing and is in good standing under the laws of the State of Delaware. The Subsidiary's authorized capital consists of 1,000 shares of Common Stock, par value $.01 per share, all of which shares are issued and registered in the name of HEALTHSOUTH. The Subsidiary has not, within the two years immediately preceding the date of this Plan of Merger, owned, directly or indirectly, any shares of Horizon/CMS Common Stock.
Organization, Existence and Capital Stock. (a) Acquiror is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Acquiror has all necessary corporate power to own its properties and assets and to carry on its business as presently conducted. Acquiror is duly qualified to do business and is in good standing in all jurisdictions in which the character of the property owned, leased or operated or the nature of the business transacted by it makes qualification necessary, except where such failure to be qualified and in good standing, would not reasonably be expected to have a material adverse effect on the ability of Acquiror to consummate the transactions contemplated by this Agreement.
(b) Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power to own its properties and assets and to carry on its business as presently conducted. Acquisition Subsidiary’s authorized capital consists of 1,000 shares of Common Stock, par value $0.01 per share, all of which shares have been duly authorized and validly issued and registered in the name of a wholly-owned subsidiary of Acquiror and are fully paid and nonassessable. As of the date hereof, there are not any outstanding or authorized subscriptions, options, warrants, calls, rights, commitments or any other agreements of any character obligating Acquisition Subsidiary to issue any additional shares of capital stock of Acquisition Subsidiary or any other securities convertible into or evidencing the right to subscribe for any such shares.
Organization, Existence and Capital Stock. (a) Each of Zanett and Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its business as presently conducted. Each of Zanett and the Buyer is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business or its ownership of property makes such qualification necessary, other than where such failure to so qualify would, individually or in the aggregate, not have a material adverse effect on Zanett or the Buyer.
(b) The authorized capital stock of Buyer consists of common stock, $.01 par value per share, 1,000 shares of which are validly authorized and 100 shares of which are validly issued, outstanding, fully paid and non- assessable. The authorized capital stock of Zanett consists of preferred stock, $.001 par value per share, 10,000,000 shares of which are validly authorized and none of which is issued or outstanding, and of common stock, $.001 par value per share, 50,000,000 shares of which are validly authorized and 28,529,239 shares of which are validly issued, outstanding, fully paid and non-assessable. Zanett's common stock has been duly and validly registered pursuant to Section 12(g) of the Exchange Act, which registration is in full force and effect
(c) None of the outstanding shares of Zanett's or Buyer's capital stock has been issued in violation of any preemptive rights of the current or past stockholders of Zanett or Buyer, or any agreement to which Zanett or Buyer was or is a party or bound. All of the shares of Zanett Stock issued in connection with the transactions contemplated by this Agreement will be, when issued in accordance with this Agreement, duly authorized, validly issued, fully paid, nonassessable, and free of all preemptive rights. The shares of Zanett Stock issued to each Seller in connection with the transactions contemplated by this Agreement will be issued in the name of such Seller, as recorded in the Books and Records of Data Road, with such Seller as record holders of such shares, and such Seller shall have good and marketable title to such shares of Zanett Stock, free of any liens, other than those created by or through such Seller pursuant to the Lock Up Agreement or otherwise.
Organization, Existence and Capital Stock. Merger Sub is a corporation duly organized and validly existing and is in good standing under the laws of the State of Delaware. Merger Sub's authorized capital consists of 1,000 shares of Common Stock, par value $.01 per share, all of which shares are issued and registered in the name of IHS. Merger Sub has not, within the two years immediately preceding the date of this Plan of Merger, owned, directly or indirectly, any Coram Shares.
Organization, Existence and Capital Stock. (a) ACQUIROR is a corporation duly organized, validly existing and in good standing under the laws of Canada. ACQUIROR has all necessary corporate power to own its properties and assets and to carry on its business as presently conducted. ACQUIROR is duly qualified to do business and is in good standing in all jurisdictions in which the character of the property owned, leased or operated or the nature of the business transacted by it makes qualification necessary.
(b) Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power to own its properties and assets and to carry on its business as presently conducted. Acquisition Subsidiary’s authorized capital consists of 1,000 shares of common stock, par value $1.00 per share, all of which Table of Contents shares have been duly authorized and validly issued and registered in the name of ACQUIROR and are fully paid and nonassessable. As of the date hereof, there are not any outstanding or authorized subscriptions, options, warrants, calls, rights, commitments or any other agreements of any character obligating Acquisition Subsidiary to issue any additional shares of capital stock of Acquisition Subsidiary or any other securities convertible into or evidencing the right to subscribe for any such shares.
Organization, Existence and Capital Stock. (a) ACQUIROR is a corporation duly organized and validly existing and is in good standing under the laws of the State of the Delaware and ACQUIROR has all necessary corporate power to own its properties and assets and to carry on its business as presently conducted, except where the failure to be so organized, validly existing and in good standing would not, individually or in the aggregate, prevent or delay consummation of the transactions contemplated by this Agreement. ACQUIROR is duly qualified to do business and is in good standing in all jurisdictions in which the character of the property owned, leased or operated or the nature of the business transacted by it makes qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, prevent or delay consummation of the transactions contemplated by this Agreement.
(b) Acquisition Subsidiary is a corporation duly organized and validly existing and is in good standing under the laws of the State of Delaware and has all necessary corporate power to own its properties and assets and to carry on its business as presently conducted. All of the shares of Acquisition Subsidiary have been duly authorized and validly issued and are owned, either directly or indirectly, by ACQUIROR, and are fully paid and nonassessable.
Organization, Existence and Capital Stock. (a) Each of Parent, its subsidiaries (which subsidiaries are set forth on SCHEDULE 5.1(A)) and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its business as presently conducted.
(b) Each of Parent and Merger Sub is duly qualified and in good standing in each jurisdiction in which the nature or conduct of its business or the character or location of its properties makes such qualification necessary, except for those jurisdictions where the failure to be so qualified or in good standing would not individually or in the aggregate have a material adverse effect on the business of Parent. A list of all such jurisdictions appears on SCHEDULE 5.1(B).
(c) The names of the directors and officers of Parent, together with the offices they hold, are set forth on SCHEDULE 5.1(C). Attached to SCHEDULE 5.1(C)(A) are true and correct copies of (i) the certificate of incorporation of Parent, together with all amendments thereto and (ii) the by-laws of Parent, together with all amendments thereto, as currently in effect. Attached to SCHEDULE 5.1(C)(B) are true and correct copies of (i) the certificate of incorporation of Merger Sub, together with all amendments thereto and (ii) the by-laws of Merger Sub, together with all amendments thereto, as currently in effect.
(d) The authorized capital stock of Parent consists of preferred stock, $.001 par value per share, 10,000,000 shares of which are validly authorized and none of which is issued or outstanding and common stock, $.001 par value per share, 50,000,000 shares of which are validly authorized and 24,856,449 shares of which are validly issued, outstanding, fully paid and non-assessable. The Parent’s common stock has been duly and validly registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “EXCHANGE ACT”) which registration is in full force and effect. Merger Sub’s authorized capital consists of One Thousand (1,000) shares of common stock, par value One Cent ($.01) per share (the “MERGER SUB COMMON STOCK”), all of which shares are issued and registered in the name of Parent. All of the Merger Sub Common Stock is validly issued and outstanding, fully paid and non-assessable, free and clear of all liens and encumbrances. Parent has the corporate power to vote such shares of Merger Sub C...
Organization, Existence and Capital Stock. Each of Zanett and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its business as presently conducted. Each of Zanett and the Merger Sub is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business or its ownership of property makes such qualification necessary, other than where such failure to so qualify would, individually or in the aggregate, not have a material adverse effect on Zanett or the Merger Sub.
Organization, Existence and Capital Stock. The Subsidiary is a corporation duly organized and validly existing and is in good standing under the laws of the State of Delaware. The Subsidiary's authorized capital consists of 1,000 shares of Common Stock, par value $.01 per share, all of which shares are issued and registered in the name of HEALTHSOUTH. The Subsidiary has not, within the two years immediately preceding the date of this Plan of Merger, owned, directly or indirectly, any shares of NSC Common Stock. The Subsidiary has (i) not engaged directly or indirectly in any business or activities of any type or kind whatsoever nor entered into any agreements or arrangements with any person or entity, or become subject to or bound by any obligation or undertaking which is not contemplated by this Agreement and (ii) not created, granted or suffered to exist any lien upon its properties or assets which would attach to any properties or assets of HEALTHSOUTH or the Surviving Corporation after the Effective Time.
Organization, Existence and Capital Stock. Merger Sub is a corporation duly organized and validly existing and is in good standing under the laws of the State of Florida. Merger Sub's authorized capital consists of 1,000 shares of Common Stock, par value $.01 per share, all of which shares are issued and registered in the name of IHS.
