Organization, Good Standing and Other Matters. Each of Parent and Merger Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified to do business as a foreign corporation in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not materially impair the ability of Parent and Merger Subsidiary to consummate the transactions contemplated in this Agreement. Parent directly owns all of the issued and outstanding capital stock of Merger Subsidiary, free and clear of all Liens. A true, correct and complete copy of Parent’s Articles of Incorporation and Bylaws and the Articles of Incorporation and bylaws of Merger Subsidiary, as in effect on the date of this Agreement, has been furnished to the Company or its representatives.
Organization, Good Standing and Other Matters. Purchaser is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power or other entity power and authority to own its properties and to carry on its business as now being conducted. Purchaser is duly qualified or licensed to conduct its business as currently conducted and is in good standing in each jurisdiction in which the location of the property owned, leased or operated by it or the nature of its business makes such qualification necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, materially impair or delay Purchaser’s ability to consummate the Transactions.
Organization, Good Standing and Other Matters. Purchaser is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization.
Organization, Good Standing and Other Matters. Each of the Sellers and each of its Subsidiaries is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Subject to the necessary authority of the Bankruptcy Court, the Sellers have the requisite corporate power and authority to operate the Business and necessary to own, lease or operate the properties and assets owned, leased or operated by it to carry on the Business as now being conducted. Each of the Sellers and each of its Subsidiaries is duly qualified to do business as a foreign corporation or limited liability company and in good standing in each jurisdiction in which the nature of the Business as currently conducted by it or the property owned or leased by it makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect.
Organization, Good Standing and Other Matters. (i) Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization as set forth on Disclosure Schedule 3.1(a)(i), has all requisite 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 and in good standing to conduct business as a foreign corporation or limited liability company in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. The Company’s certificate of incorporation and bylaws and its Subsidiaries’ respective certificates of incorporation and bylaws, or other comparable organizational documents, as in effect on the date of this Agreement are in full force and effect. The Company is not in violation, in any material respect, of any of the provisions of its certificate of incorporation or bylaws and none of the Subsidiaries of the Company are in violation, in any material respect, of any of the provisions of their certificates of incorporation, bylaws or equivalent organizational documents. The Company does not own any assets nor does it have any operations, other than its ownership of 100% of the equity interest of Electric Lightwave Communications, Inc., an Oregon corporation. The Company has delivered or otherwise made available to Buyer or its Representatives true, correct and complete copies of the Company’s certificate of incorporation and bylaws, or other comparable organizational documents, as in effect on the date of this Agreement.
Organization, Good Standing and Other Matters. The Buyer is a limited liability company and Merger Sub is a corporation, and each are duly organized, validly existing and in good standing under the laws of the State of Delaware. The Buyer Parties each have all requisite power and authority to own, lease and operate their respective properties and to carry on their respective businesses as now being conducted, and are duly qualified and in good standing to conduct business as a foreign corporation or limited liability company, as applicable, in each jurisdiction in which the businesses they are conducting, or the operation, ownership or leasing of their properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not materially impair the ability of the Buyer Parties to consummate the transactions contemplated in this Agreement. The Buyer does not and has not owned any equity interest in the Company.
Organization, Good Standing and Other Matters. The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing to conduct business in Colorado and is on inactive status in Wyoming, and is not required to be qualified in any other jurisdiction, other than in such jurisdictions where the failure so to qualify would not reasonably be expected to have a Material Adverse Effect. True, correct and complete copies of the Company Charter and Company Bylaws as currently in effect have been furnished to Parent.
Organization, Good Standing and Other Matters. Each of Parent and Purchaser is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to own its properties and to carry on its business as now being conducted. Each of Parent and Purchaser is duly qualified or licensed to conduct its business as currently conducted and is in good standing in each jurisdiction in which the location of the property owned, leased, or operated by it or the nature of its business makes such qualification necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have a material adverse effect on its ability to consummate the Transactions.
Organization, Good Standing and Other Matters. Each of Purchaser and Merger Sub is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, organization or formation, and has all requisite power and authority to own, lease and operate its assets and properties and to carry on its business as now being conducted and as presently proposed to be conducted by it. Each of Purchaser and Merger Sub is duly qualified or licensed to conduct its business as currently conducted and, to the extent applicable, is in good standing, in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of its business makes such qualification necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have a material adverse effect on its ability to consummate the transactions contemplated by this Agreement.
Organization, Good Standing and Other Matters. Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified to do business as a foreign corporation, partnership or limited liability company in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not be reasonably likely to have a Material Adverse Effect. The Company and its Subsidiaries have delivered or otherwise made available to Parent or its representatives true, correct and complete copies of (i) the Company’s Articles of Incorporation and Bylaws and its Subsidiaries’ respective certificates of incorporation and bylaws, or other comparable organizational documents, as in effect on the date of this Agreement, (ii) minute books, and (iii) stock transfer records. Such books and records reflect all meetings of the shareholders of the Company and its Subsidiaries, their respective boards of directors and any board committees, and the minutes contained therein accurately reflect the events of and actions taken at such meetings in all material respects. Such stock transfer records accurately reflect all issuances, transfers, and cancellations of shares of capital stock of the Company and its Subsidiaries. All Subsidiaries of the Company, their respective jurisdictions of incorporation or organization and their respective jurisdictions where qualified to do business are set forth on Company Disclosure Schedule 3.1(a). Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect. Neither the Company nor any of its Subsidiaries is in violation of any of the provisions of its certificate of incorporation, bylaws or equivalent organizational documents.
