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
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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.
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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 X. Xxxxxxx has taken appropriate action to be qualified as a foreign corporation under the General Corporation Law of California.
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Organization of Xxxxxxx. (A) Xxxxxxx is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. (B) Xxxxxxx has the corporate power to own its property and to carry on its business as now being conducted and as proposed to be conducted by Xxxxxxx. (C) Xxxxxxx is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the business, assets (including intangible assets), financial condition, or results of operations of Xxxxxxx. (D) Xxxxxxx has delivered a true and correct copy of its articles of incorporation and bylaws (or similar governing instruments), each as amended to date, to counsel for AmeriNet.
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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.
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Organization of Xxxxxxx. LIFESCIENCES CORPORATION ------------------------------------------------
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Organization of Xxxxxxx. Xxxxxxx is a corporation duly organized, validly existing, and in good standing under the laws of Utah.
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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.
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Related to Organization of Xxxxxxx

  • 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.

  • 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 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. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(a). If any Grantor fails to provide information to the Collateral Agent about such changes on a timely basis, the Collateral Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Grantor’s property constituting Collateral, for which the Collateral Agent needed to have information relating to such changes. The Collateral Agent shall have no duty to inquire about such changes if any Grantor does not inform the Collateral Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Agent to search for information on such changes if such information is not provided by any Grantor.

  • 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.

  • 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.

  • Jurisdiction of Organization; Chief Executive Office Such Grantor’s jurisdiction of organization, legal name and organizational identification number, if any, and the location of such Grantor’s chief executive office or sole place of business, in each case as of the date hereof, is specified on Schedule 3 and such Schedule 3 also lists all jurisdictions of incorporation, legal names and locations of such Grantor’s chief executive office or sole place of business for the five years preceding the date hereof.

  • Organization of Borrower With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Borrower delivered by the Borrower in connection with the origination of such Mortgage Loan, the Borrower is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Crossed Mortgage Loan, no Mortgage Loan has a Borrower that is an Affiliate of another Borrower under another Mortgage Loan. (An “Affiliate” for purposes of this paragraph (39) means, a Borrower that is under direct or indirect common ownership and control with another Borrower.)

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