Organization of the Target. The Target is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.
Organization of the Target. (a) The Target is a private limited liability company (société à responsabilité limitée) duly incorporated and organised and validly existing under the Laws of Luxembourg, with full power and authority to conduct its business as currently conducted and to own or use its assets and properties as currently owned and used;
(b) the Target has not been (nor does it meet the criteria to be):
(i) declared bankrupt and subject to bankruptcy proceedings (faillite) under any applicable law;
(ii) granted a moratorium of payments or subject to controlled management (gestion controlée) or to reprieve for payment (sursis de paiement);
(iii) made subject to any dissolution, liquidation, insolvency or reorganisation proceedings;
(iv) involved in negotiations with its creditors or taken any other step with a view to the readjustment or rescheduling of (part of) its debts.
(c) no order has been made, petition presented or meeting convened for the winding up, or for the appointment of any provisional liquidator or receiver (or equivalent in the jurisdiction of its incorporation) (or other process whereby the business is terminated and the assets of the Target are distributed amongst the creditors and/or shareholders or other contributors), and there are no cases or proceedings (neither pending nor threatened in writing) under any applicable insolvency, reorganisation or similar Laws in any relevant jurisdiction, in each case in relation to the Target or any of its direct or indirect subsidiaries;
(d) the governing documents (including the by-laws) of the Target are fully in force and compliant with applicable Law at the date hereof and have not been amended.
Organization of the Target. The Target is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. The Target is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required except where the failure to so qualify would not have a material adverse effect upon the Target. The Target has full corporate power and authority to carry on the business in which it is engaged in to own and use the properties owned and used by it. Schedule 3(b) lists the directors and officers of the Target. The Target has delivered to PCNA and the Buyer correct and complete copies of the charter and bylaws of the Target. The minute books (containing the records and meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books and the stock record books of the Target are correct and complete. The Target is not in default under or in violation of any provision of its charter or bylaws.
Organization of the Target. The Target is a limited liability company duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization and has the requisite corporate power and authority to own, lease or use the properties and assets it purports to own, lease or use, to perform its obligations under its Contracts including this Agreement and the agreements referenced herein or contemplated hereby and to carry on its business as it is now being conducted. Schedule 3.1 of the Target Disclosure Schedule sets forth all jurisdictions in which the Target is qualified as a foreign business. Schedule 3.1 of the Target Disclosure Schedule includes the Target’s current Articles of Organization and Operating Agreement, along with any amendments.
Organization of the Target. The Target 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 own or lease and operate its properties and to carry on its business as now conducted and to enter into this Agreement and the related agreements contemplated hereby and to perform its obligations hereunder and thereunder. The Target has delivered to the Buyer complete and correct copies of its Certificate of Incorporation and bylaws and all amendments thereto. Section 3(a) of the Disclosure Schedule lists each jurisdiction in which the Target is qualified or licensed to do business as a foreign corporation. The Target is duly qualified and in good standing as a foreign corporation in all jurisdictions in which the character or location of the properties owned or leased or the nature of the activities conducted by it makes such qualification necessary, except where the failure to obtain or maintain such qualification would not have a material adverse effect on the Acquired Assets or the conduct of
Organization of the Target. The Target is a Canadian partnership duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization.
Organization of the Target. The Target is a corporation duly organized, validly existing, and in good standing under the laws of the State of Arizona, and is duly qualified under the laws of the State of Utah to do business in the State of Utah.
