ORGANIZATION OF CORPORATION Sample Clauses

ORGANIZATION OF CORPORATION. The Corporation is duly organized, validly existing and in good standing under the laws of the State of _______________ and has the power and authority to own and lease its property, and to carry on its business as and where such business is now conducted. The Corporation does not own stock or any other equity interest in any other entity.
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ORGANIZATION OF CORPORATION. Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio with the requisite power and authority to carry on its business as proposed to be conducted. Corporation is not licensed or qualified to do business in any other jurisdiction, and the character and location of the Contributed Properties and the nature of its business does not require it to be so licensed or qualified.
Sample 1
ORGANIZATION OF CORPORATION. Vanden Xxxx confirms that a Certificate of Incorporation for the Corporation was filed with the Iowa Secretary of State, attached hereto and made a part hereof as Exhibit A. Bylaws for the Corporation were adopted in a form contained in Exhibit B attached hereto and made a part hereof. Both the Bylaws and Certificate of Incorporation are true copies of those in force for the Corporation.
Sample 1
ORGANIZATION OF CORPORATION. Corporation is a corporation duly organized, validly existing and in good standing under the Laws of the State of Tennessee, and has full corporate power and authority to conduct its business as and to the extent now conducted and to own, use and lease its assets and properties. Corporation is duly qualified, licensed or admitted to do business and is in good standing in those jurisdictions specified in Section 2.01 of Seller's Disclosure Schedule, which are the only jurisdictions in which the ownership, use or leasing of its assets and properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary. Corporation has, prior to the execution of this Agreement, delivered to Purchaser true and complete copies of the certificate of incorporation and by-laws of Corporation as in effect on the date hereof. The minute books and other similar records of Corporation as made available to Purchaser prior to the execution of this Agreement contain a true and complete record of all actions taken at all meetings and by all written consents in lieu of meetings of the stockholders, the boards of directors and committees of the boards of directors of the Corporation.
Sample 1
ORGANIZATION OF CORPORATION. A corporation shall be formed under the laws of the State of Arkansas (hereinafter the "Corporation"). The name of the Corporation shall be FINALLY COMMUNITIES, INC. or such other names as the parties shall mutually agree upon. The initial directors of the Corporation shall be Xxxxxx, Xxxxxxx Xxxxxxx and Xxxxx Xxxxxxxx. ARDCO shall be the sole shareholder. The initial officers of the Corporation shall be Xxxxxx as President and Xxxxxxx Xxxxxxx as Secretary. ARDCO shall contribute $1,000.00 to the capitalization of the Corporation.
Sample 1
ORGANIZATION OF CORPORATION. The Corporation is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Corporation is not in violation or default of any of the provisions of its articles of incorporation, bylaws or organizational or charter documents.
Sample 1

Related to ORGANIZATION OF CORPORATION

  • 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.

  • Formation of Company The Company was formed on February 23, 2017 pursuant to the provisions of the Delaware Act. The filing of the Certificate of Formation of the Company with the Secretary of State of the State of Delaware are hereby ratified and confirmed in all respects.

  • 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.

  • Reorganization of Company If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, upon consummation of such transaction the Warrants shall automatically become exercisable for the kind and amount of securities, cash or other assets which the holder of a Warrant would have owned immediately after the consolidation, merger, transfer or lease if such holder had exercised the Warrant immediately before the effective date of the transaction; provided that (i) if the holders of Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of Common Stock in such consolidation or merger that affirmatively make such election or (ii) if a tender or exchange offer shall have been made to and accepted by the holders of Common Stock under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 11. Concurrently with the consummation of any such transaction, the corporation or other entity formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section. The successor Company shall mail to Warrant holders a notice describing the supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. If this subsection (l) applies, subsections (a), (b), (c), (d), (e) and (f) of this Section 11 do not apply.

  • Articles of Incorporation of the Surviving Corporation The Articles of Incorporation of Company as in effect immediately prior to the Effective Time will be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • 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.

  • Articles of Incorporation of Surviving Corporation The Articles of Incorporation of Merger Sub in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until amended in accordance with the OBCA.

  • Due Incorporation, Qualification, etc The Company (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is qualified to do business and is in good standing as a foreign corporation in the State of California.

  • Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity” Depositor

  • Organization of the Trust AUTHORITY TO EXECUTE AND PERFORM VARIOUS DOCUMENTS; DECLARATION OF TRUST BY DELAWARE TRUSTEE

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