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.
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.
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) 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.
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.
Organization, Existence and Capital Stock. (a) The 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. 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 the Buyer.
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.
Organization, Existence and Capital Stock. Subsidiary is a corporation duly organized and validly existing and is in good standing under the laws of the State of Georgia. Subsidiary's authorized capital consists of 1,000 shares
Organization, Existence and Capital Stock. (a) 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.
