Organization of Xxxxxxx Sample Clauses

Organization of Xxxxxxx. 7 3.2 Authority...................................................................................... 8 3.3 Capital Structure of Xxxxxxx................................................................... 8 3.4 Subsidiaries................................................................................... 8 3.5 Conflict....................................................................................... 8 3.6 Consents....................................................................................... 8
AutoNDA by SimpleDocs
Organization of Xxxxxxx. Xxxxxxx is a corporation duly organized, validly existing and in good standing under the laws of the Province of British Columbia. Xxxxxxx has the corporate power to own its properties and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the ability of Xxxxxxx to consummate the transactions contemplated hereby. Xxxxxxx has delivered a true and correct copy of its Articles of Incorporation and Bylaws and the Certificate of Incorporation and Bylaws, each as amended to date, to Golden Soil.
Organization of Xxxxxxx. Baxter and Xxxxxxx shall take any and ----------------------- all action necessary so that, on the Distribution Date, the Certificate of Incorporation and By-laws of Xxxxxxx shall be in the forms attached hereto as Exhibits E and F, respectively. Prior to the Distribution Date, the Board of ---------- - Directors of Xxxxxxx shall consider the adoption of a stockholder rights plan in substantially the form attached hereto as Exhibit G. On the Distribution Date, --------- the Xxxxxxx Board of Directors shall consist of, and Baxter and Xxxxxxx shall take all actions that may be required to elect or otherwise appoint as directors of Xxxxxxx on or prior to the Distribution Date, the persons named on Exhibit H. --------- Following the transfers of Subsidiaries contemplated by Section 5.2, Xxxxxxx ----------- shall take appropriate action to be qualified as a foreign corporation under the General Corporation Law of California.
Organization of Xxxxxxx. LIFESCIENCES CORPORATION ------------------------------------------------
Organization of Xxxxxxx. (A) Xxxxxxx is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida.
Organization of Xxxxxxx. Xxxxxx'x is a duly organized and validly existing corporation formed under the laws of the State of Delaware and in good standing under the laws of the State of Nevada, and the persons executing this Agreement and the documents to be delivered at Closing on behalf of Xxxxxx'x are and will be duly authorized so as to fully and legally bind Xxxxxx'x.
Organization of Xxxxxxx. Xxxxxxx is a corporation duly organized, validly existing, and in good standing under the laws of Utah.
AutoNDA by SimpleDocs
Organization of Xxxxxxx. Xxxxxxx has been duly incorporated and is validly existing as a Delaware corporation and has all requisite corporate power and authority to own, lease and operate its assets where such assets are now owned, leased and operated and to conduct its business as it is now being conducted. Xxxxxxx has made available to Chicago and Merger Sub true and complete copies of the certificate of incorporation and bylaws of Xxxxxxx. Xxxxxxx is duly licensed or qualified and in good standing (or equivalent status as applicable) in each jurisdiction in which the assets owned or leased by it or the character of its activities require it to be so licensed or qualified or in good standing (or equivalent status as applicable), except as would not, individually or in the aggregate, have an Xxxxxxx Material Adverse Effect.

Related to Organization of Xxxxxxx

  • 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.

  • Jurisdiction of Organization; Location of Chief Executive Office; Organizational Identification Number; Commercial Tort Claims (a) The name of (within the meaning of Section 9-503 of the Code) and jurisdiction of organization of each Loan Party and each of its Subsidiaries is set forth on Schedule 4.6(a) (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 6.5).

  • Type and Jurisdiction of Organization, Organizational and Identification Numbers The type of entity of such Grantor, its state of organization, the organizational number issued to it by its state of organization and its federal employer identification number are set forth on Exhibit A.

  • 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.

  • Borrower Organization and Name Each Credit Party is a corporation, limited liability company, or other form of legally recognized entity, as applicable, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the full power and authority and all necessary Permits to: (i) enter into and execute this Agreement and the Loan Documents and to perform all of its obligations hereunder and thereunder; and (ii) own and operate its assets and properties and to conduct and carry on its business as and to the extent now conducted. Each Credit Party is duly qualified to transact business and is in good standing as a foreign corporation, company or other entity in each jurisdiction where the character of its business or the ownership or use and operation of its assets or properties requires such qualification. The exact legal names of each of the Credit Parties is as set forth in the first paragraph of this Agreement, and the Credit Parties do not currently conduct, nor have the Credit Parties conducted, during the last five (5) years, business under any other name or trade name.

  • 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.

  • Chief Executive Office; Change of Name; Jurisdiction of Organization (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office of such Grantor is indicated next to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor shall furnish to the Collateral Agent prompt written notice of any change in (i) its corporate name, (ii) the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number or organizational identification number or (v) its jurisdiction of organization (in each case, including, without limitation, by merging with or into any other entity, reorganizing, dissolving, liquidating, reincorporating or incorporating in any other jurisdiction). Such Grantor agrees (A) not to effect or permit any such change unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) and (B) to take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Parties in the Collateral intended to be granted hereunder. Each Grantor agrees to promptly provide the Collateral Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence.

  • 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.

  • Organizational Existence Except as otherwise permitted by Section 3.6, each Credit Party will and will cause its Subsidiaries to at all times preserve and keep in full force and effect its organizational existence and all rights and franchises material to its business.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.