ORGANIZATION OF ALLEGIANCE Sample Clauses

ORGANIZATION OF ALLEGIANCE. Xxxxxx and Allegiance shall take any and all action necessary so that, at the Spin-Off Date, the Certificate of Incorporation and By-laws of Allegiance shall be in the forms attached hereto as EXHIBITS G and H, respectively. Prior to the Spin-Off Date, the Board of Directors of Allegiance shall adopt a preferred share purchase rights plan in substantially the form attached hereto as EXHIBIT I. At the Spin-Off Date, the Allegiance Board of Directors shall consist of, and Xxxxxx and Allegiance shall take all actions which may be required to elect or otherwise appoint as directors of Allegiance on or prior to the Spin-Off Date, the persons named on EXHIBIT J. Following the transfers of Subsidiaries contemplated by SECTION 5.2, Allegiance shall take appropriate action to be qualified as a foreign corporation under the Business Corporation Act of Illinois.
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Related to ORGANIZATION OF ALLEGIANCE

  • Business Organization Between the date of this Agreement and the Closing Date, Seller shall use its reasonable efforts, and shall cause Seller and each of its Subsidiaries to use its respective reasonable efforts, to

  • Incorporation and Organization The Corporation and each Subsidiary has been incorporated and organized and is a valid and subsisting corporation under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof and the Corporation has all requisite corporate power and authority to enter into, execute and deliver this Agreement and to carry out the obligations thereof hereunder.

  • Due Incorporation and Organization The Adviser is duly organized and is in good standing under the laws of the State of Connecticut and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder.

  • Organization of Company The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. The Company is duly authorized to conduct business and is in good standing under the laws in every jurisdiction in which the ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. The Company has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on its business. The Company has no subsidiaries and does not control any entity, directly or indirectly, or have any direct or indirect equity participation in any other entity.

  • ESTABLISHMENT AND ORGANIZATION OF THE TRUST Section 2.1. Establishment of the Trust.....................................34 Section 2.2. Office.........................................................34 Section 2.3.

  • Organization of the Company The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

  • Organization, etc The Purchaser has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to execute and deliver this Agreement and to perform the terms and provisions hereof.

  • Organization and Ownership of Shares of Subsidiaries (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.

  • Organization and Licensing The Insurer is a duly incorporated and existing New York stock insurance company licensed to do business in the State of New York and is in good standing under the laws of such state.

  • Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

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