Organization; Good Standing; Qualification and Corporate Power Sample Clauses

Organization; Good Standing; Qualification and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has all requisite corporate power and authority to carry on its business as now 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 so to qualify would have a material adverse effect on its business or properties. True and correct copies of the Company's Articles of Incorporation, as amended, and Bylaws have been provided to the Investor. (b) The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement, to issue the Shares of Common Stock, to carry out and perform its obligations under the terms of this Agreement and to consummate the transactions contemplated hereby. All necessary corporate action has been taken by the Company with respect to the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby.

Organization; Good Standing; Qualification and Corporate Power. (a) CSI and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. CSI and each of its subsidiaries is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties. True and correct copies of CSI Certificate of Incorporation, as amended (the "Certificate of Incorporation") and Bylaws have been provided to the Purchaser or made available via the SEC XXXXX website. (b) CSI has all requisite legal and corporate power and authority to execute and deliver this Agreement, to issue the Shares and the Warrants and to carry out and perform its obligations under the terms of this Agreement and to consummate the transactions contemplated hereby and thereby. All necessary corporate action has been taken by CSI with respect to the execution, delivery and performance by CSI of this Agreement and the consummation of the transactions contemplated hereby and thereby. The Shares, when issued in accordance pursuant to the terms of the Agreement, will be legally issued, fully paid and non assessable and each Purchaser will own the Shares purchased by such Purchaser, free and clear of all liens and encumbrances. The Warrant, when issued in accordance with the terms of the Agreement, will constitute the legally binding obligation of CSI in accordance with its terms.

Organization; Good Standing; Qualification and Corporate Power. (a) 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 be so qualified would have a material adverse effect on its business or properties. True and correct copies of the Company's Certificate of Incorporation (including all certificates of designation) and Bylaws, as in effect on the date hereof, are attached hereto as Exhibit D and Exhibit E, respectively. (b) The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement, the Investors Rights Agreement of even date herewith among the Company and the Investors in the form attached hereto as Exhibit F (the "Investors Rights Agreement"), and the Voting Agreement of even date herewith among the Company, the Investors and the stockholders of the Company set forth therein, in the form attached hereto at Exhibit G (the "Voting Agreement") (The Investors Rights Agreement and the Voting Agreement shall be referred to herein as "Ancillary Documents.") The Company has all requisite legal and corporate power and authority to issue and sell the Securities and to carry out and perform its obligations under the terms of this Agreement and to consummate the transactions contemplated hereby and thereby. All necessary corporate action has been taken by the Company, and to the extent necessary by its stockholders, with respect to the execution, delivery and performance by the Company of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby.

Organization; Good Standing; Qualification and Corporate Power. Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Michigan and has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted. Purchaser is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

Organization; Good Standing; Qualification and Corporate Power. (a) Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Michigan and has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted. Purchaser is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties. (b) Purchaser has all requisite legal and corporate power and authority to execute and deliver this Agreement, to purchase the Shares and to carry out and perform its obligations under the terms of this Agreement and to consummate the transactions contemplated hereby. All necessary limited liability company action has been taken by Purchaser with respect to the execution, delivery and performance by Purchaser of this Agreement and the consummation of the transactions contemplated hereby.

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

Organization; Good Standing; Qualification and Corporate Power. (a) The Company, RBL and DTLL are corporations duly organized, validly existing and in good standing under the laws of the State of Minnesota and each has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company, RBL and DTLL are each duly qualified to transact business and each is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties. (b) Each of the Company and RBL has all requisite legal and corporate power and authority to execute and deliver this Agreement, to sell the Shares and to carry out and perform its obligations under the terms of this Agreement and to consummate the transactions contemplated hereby. All necessary corporate action has been taken by the Company and RBL with respect to the execution, delivery and performance by the Company and RBL of this Agreement and the consummation of the transactions contemplated hereby.

Organization; Good Standing; Qualification and Corporate Power. (a) The Company and its subsidiaries are either (i) limited liability companies or corporations duly organized and validly existing under the laws of their respective jurisdictions of formation, and that each has the requisite power and authority to carry on its business as now conducted and as proposed to be conducted. The Company and its subsidiaries are qualified to transact business and are in good standing as foreign corporations in each jurisdiction where they are required to so qualify, except for such jurisdictions where the failure to so qualify would not have a Material Adverse Effect (as hereinafter defined). True and accurate copies of the Company's and its subsidiaries' certificate of incorporation, bylaws, articles of organization, operating agreement, or such other constitutive documents, as the case may be, each as amended and in effect on and as of the Closing (the "ORGANIZATIONAL DOCUMENTS"), were delivered to the Investors. (b) The Company has all requisite legal and corporate power to execute and deliver this Agreement and each of the other Basic Documents (as hereinafter defined), and to issue and sell the Securities hereunder, and to carry out and perform its obligations under the terms of this Agreement and the other Basic Documents.

Organization; Good Standing; Qualification and Corporate Power. (a) The Company and each of its subsidiaries 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 and as proposed to be conducted. The Company is qualified to transact business and in good standing as a foreign corporation in each jurisdiction where it is required to so qualify except for such jurisdictions where the failure to so qualify would not have a Material Adverse Effect. True and correct copies of the Company’s Certificate of Incorporation, as amended and/or restated and as in effect on the date hereof (the “Charter”) and Bylaws, as amended and/or restated and as in effect on the date hereof (the “Bylaws”) have been provided to the Purchaser. (b) The Company has all requisite legal and corporate power to execute and deliver this Agreement and each of the other Basic Documents, and to issue and sell the Series A Preferred Stock hereunder, to issue the Reserved Shares and to carry out and perform its obligations under the terms of this Agreement and the other Basic Documents.

Organization; Good Standing; Qualification and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business, financial condition or properties. The Company has all requisite corporate power and authority to execute, deliver, and perform this Agreement, the Investorsí Rights Agreement, the Co-Sale Agreement, the Voting Agreement and each Warrant (collectively, this Agreement, the Investorsí Rights Agreement, the Co-Sale Agreement, the Voting Agreement and each Warrant are referred to hereinafter as the ìTransaction Agreements”), and any other agreements contemplated hereby and thereby, to own and hold its property and assets and to carry on its business as now conducted and as presently proposed to be conducted.