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.
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
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.
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. (d) The Transferred Company (i) has no Subsidiaries and (ii) does not own any capital stock or other equity interests in any Person. (e) Asset Transferring Affiliate has all requisite corporate or other organizational power and authority to own or lease and operate the Transferred Assets and to carry on its respective portion of the Business as now being operated and conducted, and to perform its obligations under all Contracts to which it is a party that constitute Transferred Assets. Section 3.02.
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.
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.
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.
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.
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.
