Organization/Governing Documents Clause Samples
Organization/Governing Documents. The Company is a corporation duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation. The Company is qualified to conduct business and is in good standing as a foreign corporation under the Laws of each jurisdiction where the failure to be so qualified and in good standing would not reasonably be expected to be materially adverse to the STB Business. All jurisdictions in which the Company is qualified as a foreign corporation are disclosed in Section 3.1 of the Disclosure Schedule. Purchaser has been provided with access to complete copies of the Company’s Governing Documents. There are no outstanding powers of attorney executed on behalf of the Company or any Subsidiary with respect to the STB Business or any Purchased Asset.
Organization/Governing Documents. Purchaser is a corporation, duly organized, validly existing and in good standing under the Laws of the State of Nevada, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business. Each of Purchaser and its Subsidiaries are duly qualified or authorized to do business as a foreign company and is in good standing under the Laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be in good standing would have a Material Adverse Effect on Purchaser or its Subsidiaries. Purchaser has delivered to Sellers accurate and complete copies of the Governing Documents, for Purchaser and its Subsidiaries. Neither Purchaser nor any of its Subsidiaries has taken any action in breach or violation of any of the provisions of its Governing Documents nor is in breach or violation of any of the material provisions of their respective Governing Documents, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Purchaser.
Organization/Governing Documents. Each of Parent and Merger Sub is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the Laws of the State of its incorporation or formation, as applicable, and has all requisite corporate or limited liability company, as applicable, power and authority to own, lease and operate its properties and to carry on its business. Each of Parent, Merger Sub and their respective Subsidiaries is duly qualified or authorized to do business as a foreign company and is in good standing under the Laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be in good standing would have a Material Adverse Effect on Parent, Merger Sub or their respective Subsidiaries. Parent has delivered to the Company accurate and complete copies of the Governing Documents, for Parent and its Subsidiaries. Schedule 4.1 lists, and Parent has delivered to the Company, accurate and complete copies of: (a) the charters of all committees of their respective boards of directors of Parent and its Subsidiaries; and (b) any code of conduct or similar policy adopted by Parent and its Subsidiaries, or by their respective boards of directors, or any committee of their respective boards of directors. Neither Parent nor any of its Subsidiaries has taken any action in breach or violation of any of the provisions of its Governing Documents nor is in breach or violation of any of the material provisions of their respective Governing Documents, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.