Organization; Good Standing; Qualification and Power. Each of the Company and the wholly-owned subsidiary of the Company set forth in the Company Disclosure Schedule (the "Company Sub"): (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey; (b) has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as currently proposed to be conducted; and (c) is duly qualified and in good standing to do business in all jurisdictions in which the failure to be so qualified and in good standing could reasonably be expected to have a material adverse effect on the business, properties, Liabilities, assets, operations, results of operations, condition (financial or otherwise), prospects or affairs (a "Material Adverse Effect") of the Company. The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company has delivered to Parent true and complete copies of the Charter and by-laws of the Company and the Company Sub, respectively, in each case as amended to the date hereof. As used in this Agreement, "Certificate" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Electro Catheter Corp)
Organization; Good Standing; Qualification and Power. Each of the ---------------------------------------------------- Company and the wholly-owned subsidiary of the Company set forth in the Company Disclosure Schedule (the "Company Sub"): (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey; (b) has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as currently proposed to be conducted; and (c) is duly qualified and in good standing to do business in all jurisdictions in which the failure to be so qualified and in good standing could reasonably be expected to have a material adverse effect on the business, properties, Liabilities, assets, operations, results of operations, condition (financial or otherwise), prospects or affairs (a "Material Adverse Effect") of the Company. The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company has delivered to Parent true and complete copies of the Charter and by-laws of the Company and the Company Sub, respectively, in each case as amended to the date hereof. As used in this Agreement, "Certificate" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cardiac Control Systems Inc)
Organization; Good Standing; Qualification and Power. Each of the Company and the wholly-owned subsidiary of the Company set forth in the Company Disclosure Schedule 00xx Xxxxxx Productions Inc., a New York corporation (the "Company Sub00xx Xxxxxx Productions"): ) (ai) is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey; York, (bii) has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted conducted, and as currently proposed to be conducted; , and, with respect to the Company, to enter into this Agreement, the Certificate of Merger and the Related Agreements (as defined below) to which the Company is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby and (ciii) is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of the Company Disclosure Schedule and in all other jurisdictions in which where the failure to be so qualified and in good standing could reasonably be expected to would have a material adverse effect on the Company or its business, properties, Liabilities, assets, operations, results of operations, condition (financial or otherwise), prospects assets, Liabilities (as defined in Section 3.1(f)), operations or affairs results of operations (a "Company Material Adverse Effect") of the Company. The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby). The Company has delivered to Parent true and complete copies of the Charter and by-laws of the Company and the Company Sub, respectively00xx Xxxxxx Productions, in each case as amended to the date hereof. As used in this Agreementherein, "CertificateCharter" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Alloy Online Inc)
Organization; Good Standing; Qualification and Power. Each of the Company and the wholly-owned subsidiary of the Company set forth in the Company Disclosure Schedule MarketSource ---------------------------------------------------- (the "Company Sub"): (ai) is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey; Delaware, (bii) has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted conducted, and as currently proposed to be conducted; , to enter into this Agreement and the Related Agreements to which MarketSource is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby and (ciii) except as set forth in Section 3.1(a) of the Disclosure Schedule, is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of Disclosure Schedule and in all other jurisdictions in which where the failure to be so qualified and in good standing could reasonably be expected to would have a material adverse effect on MarketSource, the 360 Youth Business or the business, properties, Liabilities, assets, operations, results of operations, condition (financial or otherwise), assets, liabilities, operations, results of operations, prospects or affairs of MarketSource or of the 360 Youth Business (a "360 Youth Material Adverse Effect") of the Company). The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company MarketSource has delivered to Parent Alloy true and complete copies of the Charter Certificate of Incorporation and by-laws of the Company and the Company Sub, respectivelyMarketSource, in each case as amended to the date hereof. As used in this Agreementherein, "CertificateCertificate of Incorporation" shall meanmean the certificate of incorporation, with respect to any corporationand all amendments thereto, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments theretonamed corporation, as the same may have been restated, and any all amendments thereto (including any articles or certificates of merger or consolidation consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Alloy Inc)
Organization; Good Standing; Qualification and Power. Each of the Company and the wholly-owned subsidiary of the Company set forth in the Company Disclosure Schedule Sellers (the "Company Sub"): (ai) is a corporation duly organized, validly existing and in good standing under the laws of the State its respective jurisdiction of New Jersey; incorporation, (bii) has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as currently proposed to be conducted; , and (ciii) is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of the Disclosure Schedule and in all other jurisdictions in which where the failure to be so qualified and in good standing could reasonably be expected to have would have, either individually or in the aggregate, a material adverse effect on the businessCompany or either of the Subsidiaries or any of their respective businesses, properties, Liabilities, assets, operations, results of operations, condition (financial or otherwise), assets, liabilities, operations, results of operations, prospects or affairs (each, a "Material Adverse EffectMATERIAL ADVERSE EFFECT") of the Company. The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby). The Company has delivered to Parent Alloy true and complete copies of the Charter Certificates of Incorporation and by-laws of the Company and the Company Sub, respectivelyeach Subsidiary, in each case as amended to the date hereof. As used in this AgreementSection 3.1(a) of the Disclosure Schedule sets forth a true and complete list of the names, addresses and titles of the directors and officers of the Company and each Subsidiary. For purposes hereof, the term "CertificateCERTIFICATE OF INCORPORATION" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.
Appears in 1 contract
Organization; Good Standing; Qualification and Power. Each of the The ---------------------------------------------------- Company and the wholly-owned subsidiary of the Company set forth in the Company Disclosure Schedule (the "Company Sub"): (ai) is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey; York, Safe Ltd. is a corporation duly organized, validly existing and in good standing under the laws of England and Wales, and Certrac is a corporation duly organized, validly existing and in good standing under the laws of the State of New York (bii) has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted conducted, and as currently proposed to be conducted; , to enter into this Agreement, the Agreement of Merger and the Related Agreements (as defined below) to which the Company is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby and (ciii) is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of the Company Disclosure Schedule and in all other jurisdictions in which where the failure to be so qualified and in good standing could reasonably be expected to would have a material adverse effect on the Company or its business, properties, Liabilities, assets, operations, results of operations, condition (financial or otherwise), assets, Liabilities, operations, results of operations, prospects or affairs (a "Company Material Adverse Effect") of the Company. The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby). The Company has delivered to Parent a true and complete copies copy of the Charter and by-laws its Certificate of the Company and the Company SubIncorporation, respectively, in each case as amended to the date hereof. As used in this Agreementhereof (the "Charter"), "Certificate" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction and of its incorporationby-laws, including as amended to the articles or certificate date hereof (the "By-laws"). The Company has caused Safe Ltd. to deliver to Parent a true and complete copy of incorporation or organizationits Memorandum of Association, as amended to the date hereof (the "Memorandum") and its Articles of Association, as amended to the date hereof (the "Articles"). The Company has caused Certrac to deliver to Parent a true and complete copy of its Certificate of Incorporation, as amended to the date hereof (the "Certrac Charter"), and any amendments theretoof its by-laws, as amended to the same may have been restated, and any amendments thereto date hereof (including any articles or certificates of merger or consolidation or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement"Certrac By-laws").
Appears in 1 contract
Organization; Good Standing; Qualification and Power. Each of the The Company and the wholly-owned subsidiary of the Company set forth in the Company Disclosure Schedule (the "Company Sub"): (ai) is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of New Jersey; Massachusetts, (bii) has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted conducted, to enter into this Agreement, the Certificate of Merger, the Articles of Merger and the other Related Agreements (as currently proposed defined below) to be conducted; which the Company is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby and (ciii) is duly qualified and in good standing to do business as a foreign corporation and is in all good standing under the laws of each of the jurisdictions listed in Section 3.1(a) of the Disclosure Schedule, which constitute the only jurisdictions where the failure to be so qualified and in good standing could reasonably be expected to have a material adverse effect on the business, properties, Liabilities, assets, operations, financial condition or results of operations, condition (financial or otherwise), prospects or affairs operations of Carnegie (a "Material Adverse Effect") of the Company. The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby). The Company has delivered to Parent Alloy true and complete copies of the Charter and by-laws of the Company and the Company Sub, respectivelyCompany, in each case as amended to the date hereof. As used in this Agreementherein, "CertificateCharter" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement. Except for Carnegie or as otherwise disclosed in Section 3.1(a) of the Disclosure Schedule, the Company has never had, nor does it currently have, any subsidiaries, nor has it ever owned, nor does it currently own, any capital stock or other proprietary interest, directly or indirectly, in any corporation, association, trust, partnership, joint venture or other entity.
Appears in 1 contract
Organization; Good Standing; Qualification and Power. Each of the The Company and the wholly-owned subsidiary of the Company set forth in the Company Disclosure Schedule (the "Company Sub"): (ai) is a close corporation (as such term is defined in Section 342(a) of the Delaware Statute) duly organized, validly existing and in good standing under the laws of the State of New Jersey; Delaware, (bii) has all requisite corporate power and authority to (A) own, lease and operate its properties and assets and to carry on its business as now being conducted and as currently proposed to be conducted; , (B) to enter into this Agreement and the Agreement of Merger, (C) to perform its obligations hereunder and thereunder, and (cD) to consummate the transactions contemplated hereby and thereby, and (iii) is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of the Company Disclosure Schedule and in all other jurisdictions in which the failure to be so qualified and in good standing could reasonably be expected to have a material adverse effect on the Company or its business, properties, Liabilities, assets, operations, results of operations, condition (financial or otherwise), assets, Liabilities, operations, results of operations, prospects or affairs (a "Material Adverse Effect") of the Company. The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby). The Company has delivered to Parent true and complete copies of the Charter and by-laws of the Company and the Company Sub, respectivelyCompany, in each case as amended to the date hereof. As used in this Agreementherein, "CertificateCharter" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments thereto, organization as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ivillage Inc)
Organization; Good Standing; Qualification and Power. Each of the Company and the wholly-owned subsidiary of the Company set forth in the Company Disclosure Schedule DCI (the "Company Sub"): (ai) is a ---------------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey; Indiana, (bii) has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted conducted, and as currently proposed to be conducted; , to enter into this Agreement, the Certificate of Merger and Articles of Merger and the Related Agreements to which DCI is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby and (ciii) is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of Disclosure Schedule and in all other jurisdictions in which where the failure to be so qualified and in good standing could reasonably be expected to would have a material adverse effect on the DCI or its business, properties, Liabilities, assets, operations, results of operations, condition (financial or otherwise), prospects assets, liabilities, operations, results of operations or affairs (a "DCI Material Adverse Effect") of the Company). The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company DCI has delivered to Parent true and complete copies of the Charter Certificate of Incorporation and by-laws of the Company and the Company Sub, respectivelyDCI, in each case as amended to the date hereof. As used in this Agreementherein, "CertificateCertificate of Incorporation" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.
Appears in 1 contract
Samples: Alloy Online Inc
Organization; Good Standing; Qualification and Power. Each of the Company and the wholly-owned subsidiary of the Company set forth in the Company Disclosure Schedule The Seller (the "Company Sub"): (ai) is a corporation partnership duly organized, validly existing and in good standing under the laws of the State of New Jersey; York, (bii) has all requisite corporate power and authority to (A) own, lease and operate its properties and assets and to carry on its business as now being conducted, (B) to enter into this Agreement, (C) to perform its obligations hereunder and thereunder, and (D) to consummate the transactions contemplated hereby and thereby, and (iii) is duly qualified and in good standing to do business in those jurisdictions listed in Section 2.1(a) of the Seller Disclosure Schedule being all of the jurisdictions, in which the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect on the Seller. The Seller has delivered to the Buyer true, correct and complete copies of the partnership agreement of the Seller, as amended to the date hereof. The Company (i) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as currently proposed to be conducted; , and (ciii) is duly qualified and in good standing to do business in those jurisdictions listed in Section 2.1(a) of the Seller Disclosure Schedule being all jurisdictions of the jurisdictions, in which the failure to be so qualified and in good standing could reasonably be expected to have a material adverse effect on the business, properties, Liabilities, assets, operations, results of operations, condition (financial or otherwise), prospects or affairs (a "Material Adverse Effect") of Effect on the Company. The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company Seller has delivered to Parent true the Buyer true, correct and complete copies of the Charter and by-laws operating agreement of the Company Company, including all amendments (the “Operating Agreement”) and the Company Sub, respectively, in each case as amended to the date hereof. As used in this Agreement, "Certificate" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law Certificate of Formation of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatementCompany.
Appears in 1 contract
Samples: Purchase Agreement (Answers CORP)