Organization of the Target Companies Sample Clauses

Organization of the Target Companies. Each Target Company is a corporation duly incorporated, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of its respective jurisdiction of incorporation. Each Target Company has all requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted. Each Target Company is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.
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Organization of the Target Companies. The Target Companies have been duly organized or incorporated, as applicable, and are validly existing in the form of legal entity set forth on Schedule 5.1 and each is in good standing (or equivalent concept), where applicable, or, in the case of Tredegar Brasil, is duly registered and has an active registration status before the relevant board of trade and national taxpayers’ register, under the laws of its jurisdiction of organization set forth on Schedule 5.1. Each Target Company has the requisite power and authority to own or lease its properties and to conduct its business as it is now being conducted. Each Target Company is duly licensed or qualified and is in good standing (or equivalent concept), where applicable, in all other jurisdictions in which it is required to be so licensed or qualified.
Organization of the Target Companies. (a) Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each Target Company is a corporation or limited liability company duly organized, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its formation or organization. (b) Schedule 3.01(b) sets forth for each of the Target Companies, each such Person’s name, jurisdiction and form of organization and each jurisdiction in which such Person is qualified to do business. Seller has Made Available to Buyer complete and correct copies of the certificate of incorporation or bylaws (or similar governing documents) of each of the Target Companies, in each case as amended to the date of this Agreement. Seller has Made Available to Buyer copies of the minutes (or, in the case of draft minutes, the most recent drafts thereof) maintained by the Target Companies of all meetings of the stockholders, the board of directors and each committee of the board of directors of the Target Companies held since June 30, 2010.
Organization of the Target Companies. Each of the Target Companies is a corporation or limited liability company duly organized, validly existing and in good standing under the Laws of the state or Country, as applicable, of its jurisdiction of organization. Each of the Target Companies is duly qualified or licensed as a foreign corporation or limited liability company to do business and in good standing in each jurisdiction in which the character or location of the property leased or operated by it or the nature of its business makes such qualification necessary.
Organization of the Target Companies. Each of the Target Companies is a corporation or limited liability company duly organized and validly existing under the Laws of the state of its jurisdiction of organization, has filed an annual report within its most recently completed report year and has not filed articles of dissolution. Each of the Target Companies is duly qualified or licensed as a foreign corporation or limited liability company to do business in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of its business makes such qualification or licensure necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have a Material Adverse Effect.
Organization of the Target Companies. Each Target Company has been duly formed or organized and is validly existing and in good standing (or equivalent SV\1617695.10 status, as applicable) under the Laws of its jurisdiction of incorporation or organization and has full power and authority to own or use the properties and assets that it purports to own or use, to conduct its business as it is now being conducted and to perform in all material respects its obligations under the Contracts listed on Schedule 3.11 of the Disclosure Schedule. The copies of the Organizational Documents of each Target Company previously made available by Seller to Buyer are true and complete, and Seller has delivered to Buyer copies of the Organizational Documents of each Target Company, as currently in effect. Each Target Company is duly licensed or qualified and in good standing (or equivalent status, as applicable) as a company in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing (or equivalent status, as applicable) except where the failure to be so licensed or qualified or in good standing (or equivalent status, as applicable), individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect.
Organization of the Target Companies. Each Target Company has been duly formed or organized and is validly existing and in good standing (or equivalent status, as applicable) under the Laws of its jurisdiction of incorporation or organization and has full power and authority to own or use the properties and assets that it purports to own or use, to conduct its business as it is now being conducted and to perform in all material respects its obligations under the Contracts listed on Schedule 3.11 of the Disclosure Schedule. The copies of the Organizational Documents of each Target Company previously made available by Seller to Buyer are true and complete, and Seller has delivered to Buyer copies of the Organizational Documents of each Target Company, as currently in effect. Each Target Company is duly licensed or qualified and in good standing (or equivalent status, as applicable) as a company in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing (or equivalent status, as applicable) except where the failure to be so licensed or qualified or in good standing (or equivalent status, as applicable), individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect.
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Related to Organization of the Target Companies

  • Organization of the Buyer The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • 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 of the Seller The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • 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; Subsidiaries (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to so qualify or be licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other Person.

  • Organization; Powers; Subsidiaries The Borrower and its Material Subsidiaries are duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have all requisite power and authority to carry on their respective business as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, are qualified to do business in, and are in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by the Borrower or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests are owned, beneficially and of record, by the Borrower or such other Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date, there are no outstanding commitments or other obligations of the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person other than the Borrower or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary, except as disclosed on Schedule 3.01.

  • Organization of Company The Company, a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois and the Company is legally qualified to transact business in Illinois. The Company has full power and authority to own or lease and to operate and use its assets and to carry on its business at the Project. There is no pending or threatened proceeding for the dissolution, liquidation, insolvency, or rehabilitation of the Company.

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

  • Organization and Corporate Power The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

  • 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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