Organization, Good Standing and Capitalization Sample Clauses

Organization, Good Standing and Capitalization. Shareholder and each Seller is a corporation duly organized, validly existing and in good standing under the laws of the state or commonwealth listed below: The Future Now, Inc. Ohio XLSource, Inc. Arkansas E-C Computer Technical Services, Inc. Texas RCK Computers, Inc. Texas Intelligent Electronics, Inc. Pennsylvania Shareholder and each Seller has all requisite corporate power to carry on its business as it is now being conducted, and is duly qualified to do business as a foreign corporation in each jurisdiction where failure to qualify would have a material adverse effect on the Business. Sellers have no subsidiaries, except that (i) XLSource, Inc is a wholly-owned subsidiary of The Future Now, Inc., (ii) XLSource owns eighty percent (80%) of the issued and outstanding shares of capital stock of XLConnect Solutions, Inc. and (iii) XLConnect owns all of the issued and outstanding shares of capital stock of XLConnect Services, Inc. and XLConnect Systems, Inc.
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Organization, Good Standing and Capitalization. EVLO is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased or operated and such business is now conducted. The authorized capital stock of EVLO consists of 10,000,000 shares of "blank check" preferred stock, of which no shares are presently issued and outstanding, and 1,000,000,000 shares of Common Stock, of which 52,451,348 shares are presently issued and outstanding. Outstanding options, warrants and convertible securities are listed in Schedule 3.1 hereto. EVLO is duly licensed or qualified and in good standing as a foreign corporation where the character of the properties owned by EVLO or the nature of the business transacted by it make such license or qualification necessary, except where the failure to do so would not have a material adverse effect on the business or financial condition of EVLO. EVLO's subsidiaries are listed on Exhibit 3.1
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Organization, Good Standing and Capitalization. (a) Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Minnesota with full corporate power and authority to conduct its business as it is now being conducted, to own, hold under lease, or otherwise possess or use the properties and assets that it purports to own, hold under lease, or otherwise possess or use, and to perform all its obligations under the contracts to which it is a party or by which it is bound. Each of KTI and Dominion is a corporation duly organized, validly existing, and in good standing under the laws of the State of Minnesota, with full corporate power and authority to conduct its business as it is now being conducted, to own, hold under lease, or otherwise possess or use the properties and assets that it purports to own, hold under lease, or otherwise possess or use, and to perform all its obligations under the contracts to which it is a party or by which it is bound. PART 4.1(a) OF THE DISCLOSURE LETTER sets forth each other jurisdiction in which each of KTI and Dominion is qualified to do business in accordance with the laws of such jurisdiction. The Subsidiaries are duly qualified to do business as foreign corporations and are in good standing under the laws of each state or other jurisdiction in which such qualification is required by virtue of the nature of the activities conducted by them, except where the failure to be so qualified, individually or in the aggregate, would not have a material adverse effect on the Business as a whole. (b) PART 4.1(b) OF THE DISCLOSURE LETTER includes copies of the Organizational Documents of each of KTI and Dominion, as currently in effect. (c) The authorized equity securities of KTI consists of 5,000,000 shares of common stock, $.01 par value, of which 1,000 shares are issued and outstanding and constitute the KTI Stock. The authorized equity securities of Dominion consists of 5,000,000 shares of common stock, $.01 par value, of which 1,000 shares are issued and outstanding and constitute the Dominion Stock. Seller is, and on the Closing Date will be, the sole record and beneficial owner and holder of the Stock, free and clear of all Encumbrances, except as set forth in PART 4.1(c) OF THE DISCLOSURE LETTER. Upon consummation of the Contemplated Transactions, Buyer will be vested with good and valid title to the Stock, free and clear of all Encumbrances, except for Encumbrances on the subsequent sale or transfer by Buyer of the Stock unde...
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Organization, Good Standing and Capitalization. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of South Carolina, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under the Assigned Contracts. Seller is duly qualified and licensed to do business as a foreign corporation and is in good standing under the laws of North Carolina, Alabama, Kentucky, Tennessee and Georgia and each other jurisdiction in which either the property owned, leased or operated by it or the nature of the Business as currently conducted makes such qualification or license necessary. (b) Country Manor Holdings, LLC is a limited liability company duly organized, validly existing and in good standing under the laws of its state of organization. (c) The Digital Satellite Services Employee Stock Ownership Plan is an employee stock ownership plan that meets the requirements of Code Sections 401(a) and 4975(e)(7) and Section 407(d)(6) of ERISA. (d) The Digital Satellite Services Eligible Individual Account Plan is a tax qualified plan that meets the requirements of Code Section 401(a) and Section 407(d)(3) of ERISA. (e) The Trust is a tax qualified trust that meets the requirements of Code Section 501(a). (f) Seller and each Shareholder has delivered to Buyer copies of all Organizational Documents of Seller and such Shareholder as currently in effect. (g) The authorized equity securities of Seller consist of 1,000,000 shares of common stock, no par value per share, of which 1,000,000 shares are issued and outstanding and constitute the “Shares”. The Trust is, and as of the Closing Date will be, the record and beneficial owner and holder of all of the Shares, free and clear of all Encumbrances except for any restriction imposed by United States federal or state securities laws on Buyer’s subsequent transfer of the Shares. No legend or other reference to any purported Encumbrance appears upon any certificate representing the Shares. The Shares have been duly authorized and validly issued and are fully paid and nonassessable. Other than this Agreement, there are no Contracts relating to the issuance, sale or transfer of any equity securities or other securities of Seller. None of the Shares was issued in violation of the Securities Act or any other Legal Requirement. (h) Seller does not own, or have any Contract to acquire, any equi...
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Organization, Good Standing and Capitalization. (a) Each of Seller, the Transferred Company and Asset Transferring Affiliate is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. (b) The Transferred Company has all requisite corporate or other organizational power and authority to own or lease and operate its respective properties and to carry on its respective portion of the Business as now being operated and conducted. True and complete copies of the certificate of incorporation and by-laws of the Transferred Company have been made available in the Data Room. (c) Schedule 3.01(c) sets forth the authorized capitalization of the Transferred Company and the number of outstanding shares of each class of capital stock or other equity interests in the Transferred Company. There are no outstanding warrants, options, agreements, subscriptions, convertible or exchangeable securities or other Contracts pursuant to which the Transferred Company is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities or other equity interests of the Transferred Company, and no equity securities or other equity interests of the Transferred Company are reserved for issuance for any purpose.
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Organization, Good Standing and Capitalization. 1.1 ISONICS (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of California, (ii) has full power and authority to own, operate and lease its properties, to carry on the DZ Business as now being conducted, and to enter into this Agreement and perform its obligations hereunder and (iii) and is duly qualified and in good standing as a foreign corporation authorized to do business in every jurisdiction where the failure so to qualify, individually or in the aggregate, would have a Material Adverse Effect. 1.2 The authorized capital of ISONICS consists of 20,000,000 shares of Common Stock, no par value ("Common Stock"), of which 6,607,670 shares are outstanding, and 10,000,000 shares of Preferred Stock, no par value, of which 1,830,000 shares are outstanding. All outstanding shares were, and the Warrant Shares when issued will be, issued in compliance with all applicable Federal and State securities laws. Except as set forth in the ISONICS 1934 Act Reports or on SCHEDULE B1.2, there are (i) no outstanding subscriptions, warrants, options, conversion privileges or other rights or agreements to purchase or otherwise acquire or issue any shares of capital stock of ISONICS (or shares reserved for such purpose), (ii) no preemptive rights or rights of first refusal with respect to the issuance of additional shares of capital stock of ISONICS, including the Warrant Shares and (iii) no commitments or understandings (oral or written) of the Company to issue any shares, warrants, options or other rights. To the best of ISONICS knowledge, except as set forth in the ISONICS 1934 Act Reports or on SCHEDULE B1.2, none of the shares of Common Stock are subject to any shareholders' agreement, voting trust agreement or similar arrangement or understanding. Except as set forth in the ISONICS 1934 Act Reports or on SCHEDULE B1.2, the Company has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of ISONICS on any matter. 1.3 The issuance of the Warrant Shares has been duly authorized and the Warrant Shares have been, and at all times prior to exercise will have been, duly reserved for issuance and, when so issued, will be validly issued, fully paid and non-assessable. EXHIBIT B
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Organization, Good Standing and Capitalization. (a) Each of Seller and the Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under the Applicable Contracts. The Company is duly qualified and licensed to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which either the property owned, leased or operated by it or the nature of the Business as currently conducted makes such qualification or license necessary, except where the failure to be so qualified or licensed and in good standing would not have, individually or in the aggregate, a Material Adverse Effect. (b) Seller has delivered or made available to Buyer copies of all Governing Documents of Seller and the Company as currently in effect. (c) Prior to the Conversion, the authorized equity securities of the Company consist of 5,000 shares of voting common stock and 5,000 shares of non-voting common stock, without par value, all of which are issued and outstanding and constitute the Shares. Following the Conversion, the authorized equity securities of the Company will consist of one hundred units of limited liability company interests, all of which will be issued and outstanding and constitute the Interests. Seller is the record and beneficial owner and holder of the Shares, free and clear of all Encumbrances and will be on the Closing Date the record and beneficial owner and holder of the Interests, free and clear of all Encumbrances other than Permitted Encumbrances. The Shares have been duly authorized and validly issued and are fully paid and nonassessable, and following the Conversion, the Interests will be duly authorized and validly issued and fully paid and nonassessable. There are no Contracts relating to the issuance, sale or transfer of any equity securities or other securities of the Company. None of the Shares were issued in violation of the Securities Act or any other Legal Requirement, and following the Conversion, none of the Interests will have been issued in violation of the Securities Act or any other Legal Requirement. (d) Except for the Interests, neither the Company nor the Seller owns, or has any Contract to acquire, any equity securities or other securities of any Person or other direct or indirect equity or ...
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Organization, Good Standing and Capitalization. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer has assets in excess of liabilities, as set forth on its most recent audited balance sheet, dated March 31, 1997, of $24,797,000.
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Organization, Good Standing and Capitalization. DFAX is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased or operated and such business is now conducted. The authorized capital stock of DFAX consists of 70,000,000 shares, par value $.001 per share. There are currently issued and outstanding no shares of preferred stock, and 51,726,200 shares of Common Stock. There are currently outstanding options, warrants, convertible securities and other rights (herein, collectively “Options”) which could result in the issuance of an aggregate of 15,613,097 shares of Common Stock. Of the Options, the Stockholder holds options to purchase 15,518,097 shares of Common Stock which will be cancelled at Closing. All outstanding Options are listed in Schedule 3.1 hereto. DFAX is duly licensed or qualified and in good standing as a foreign corporation where the character of the properties owned by DFAX or the nature of the business transacted by it make such license or qualification necessary, except where the failure to do so would not have a material adverse effect on the business or financial condition of DFAX. No outstanding shares of Common Stock were issued in violation of any preemptive or other rights and all such shares were issued in compliance with all federal and state securities laws.
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Related to Organization, Good Standing and Capitalization

  • Organization, Good Standing, Etc Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrowers, to make the borrowings hereunder, and to execute and deliver each Loan Document to which it is a party, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect.

  • Organization, Good Standing and Power The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.

  • Organization; Good Standing The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Organization, Good Standing and Qualification The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

  • Organization, Good Standing, Power, Etc The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. This Agreement and the Other Buyer Agreements and the transactions contemplated hereby and thereby have been duly approved by all requisite corporate action. The Buyer has full corporate power and authority to execute, deliver and perform this Agreement and the Other Buyer Agreements, and this Agreement constitutes, and the Other Buyer Agreements will when executed and delivered constitute, the legal, valid and binding obligations of the Buyer, and shall be enforceable in accordance with their respective terms against the Buyer.

  • Organization and Good Standing Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

  • Organization, Good Standing and Authority The Vessel Owning Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the Republic of Liberia. The Vessel Owning Subsidiary has full corporate power and authority to carry on its business as it is now, and has since its incorporation been, conducted, and is entitled to own, lease or operate the properties and assets it now owns, leases or operates and to enter into legal and binding contracts. No meeting has been convened or resolution proposed or petition presented and no order has been made to wind up the Vessel Owning Subsidiary.

  • Organization, Existence and Good Standing The Company is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all necessary corporate power to own its properties and assets and to carry on its business as presently conducted.

  • Due Organization, Good Standing and Corporate Power Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on the Company. For the purposes of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint ventures.

  • Organization, Good Standing, Corporate Power and Qualification The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

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