Organization, Qualification and Subsidiaries. The Borrower is lawfully existing and in good standing as a Texas corporation and as a registered bank holding company. The Borrower and each Subsidiary are lawfully existing and in good standing under the laws of their respective jurisdiction of incorporation or organization, and are duly qualified, in good standing and authorized to do business in each jurisdiction where failure to do so might have a Material adverse impact on the consolidated assets, condition or prospects of such Subsidiary or the Borrower. The Borrower has the corporate power and authority and all necessary licenses, permits and franchises to borrow hereunder, and the Borrower and each Subsidiary has the corporate power and authority and all necessary licenses, permits and franchises to own its assets and conduct its business as presently conducted. All of the issued and outstanding capital stock of the Borrower and each of its Subsidiaries has been validly issued and is fully paid and non-assessable. Except as set forth on Schedule 5.1 attached hereto, as of the date hereof, the Borrower has no Subsidiaries and the Borrower does not own, directly or indirectly, any outstanding shares of any class of capital stock of any other Person.
Organization, Qualification and Subsidiaries. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Wisconsin. Each Subsidiary of the Company is an entity of the type listed on SCHEDULE 3.1 and is validly existing and in good standing under the laws of the jurisdiction listed on SCHEDULE 3.1. The Company has the corporate power and authority and all necessary licenses, permits and franchises to borrow hereunder and to grant the Liens provided for in the Related Documents and to own its assets and conduct its business as presently conducted. The Company and each of its Subsidiaries is duly licensed or qualified to do business and is in good standing in all jurisdictions where the same are required to be qualified and where the failure to so qualify would have a Material Adverse Effect. All of the issued and outstanding capital stock of the Company has been validly issued and is fully paid and non-assessable, except as provided in Section 180.0622(2)(b) of the Wisconsin Statutes. Except as set forth on SCHEDULE 3.1, (a) the Company has no Subsidiaries, (b) the Company does not own, directly or indirectly, more than 1% of the total outstanding shares of any class of capital stock of any other Person, and (c) there are no outstanding options, warrants or other rights to subscribe for or purchase from any Subsidiary any capital stock of such Subsidiary or securities convertible into or exchangeable for capital stock of such Subsidiary.
Organization, Qualification and Subsidiaries. The Company is lawfully existing and in good standing as a Nevada corporation and as a registered bank holding company under the Bank Holding Company Act of 1956. The Company and each Subsidiary are lawfully existing and in good standing under the laws of their respective jurisdiction of incorporation or organization, and are duly qualified, in good standing and authorized to do business in each jurisdiction where failure to do so might have a Material adverse impact on the consolidated assets or condition of the Company. The Company has the corporate power and authority and all necessary licenses, permits and franchises to borrow hereunder, and to own its assets and conduct its business as presently conducted. All of the issued and outstanding capital stock of the Company and each of its Subsidiaries has been validly issued and is fully paid and non‑assessable. Except as set forth on Schedule 3.1 attached hereto, as of the date hereof, (a) the Company has no Subsidiaries; and (b) the Company does not own, directly or indirectly, more than 5% or $1,000,000, whichever is greater, of the total outstanding shares of any class of capital stock of any other Person.
Organization, Qualification and Subsidiaries. The Company is lawfully existing and in good standing as a South Carolina corporation and as a South Carolina bank holding company. The Company and each Subsidiary are lawfully existing and in good standing under the laws of their respective jurisdiction of incorporation or organization, and are duly qualified, in good standing and authorized to do business in each jurisdiction where failure to do so might have a Material adverse impact on the consolidated assets, financial condition or operations of such Subsidiary or the Company. The Company has the corporate power and authority and all necessary licenses, permits and franchises to borrow hereunder, and the Company and each Subsidiary has the corporate power and authority and all necessary licenses, permits and franchises to own its assets and conduct its business as presently conducted. All of the issued and outstanding capital stock of the Company and each of its Subsidiaries has been validly issued and is fully paid and non-assessable. Except as set forth on Schedule 3.1 hereto, as of the date hereof, (a) the Company has no Subsidiaries; and (b) the Company does not own, directly or indirectly, more than 1% or $250,000 in fair market value, whichever is greater, of the total outstanding shares of any class of capital stock of any other Person.
Organization, Qualification and Subsidiaries. JEFE is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. JEFE has no subsidiaries other than JEFE and does not have an equity interest in any other firm, partnership, association or other entity. JEFE is duly qualified to transact business as a foreign corporation and is in good standing under the applicable laws of each jurisdiction where the location of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not have an JEFE Material Adverse Effect (as defined in Section 2.3 below).
Organization, Qualification and Subsidiaries. Arno is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Arno has no subsidiaries and does not have an equity interest in any other firm, partnership, association or other entity. Arno is duly qualified to transact business as a foreign corporation and is in good standing under the applicable laws of each jurisdiction where the location of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not have an Arno Material Adverse Effect (as defined in Section 2.3 below).
Organization, Qualification and Subsidiaries. PRP is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. PRP has no subsidiaries other than PR Pharmaceuticals NV and does not have an equity interest in any other firm, partnership, association or other entity. PRP is duly qualified to transact business as a foreign corporation and is in good standing under the laws of each jurisdiction where the location of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not have a PRP Material Adverse Effect (as defined in Section 2.3 below).
Organization, Qualification and Subsidiaries. Each of the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization, and has all requisite corporate or similar power and authority to own or lease its properties and conduct its business as currently conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation authorized to do business in each of the jurisdictions in which the character of the properties owned or held under lease by it or the nature of the business transacted by it makes such qualification or licensing necessary, except to the extent the failure to be so qualified or in good standing has not had and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect (as defined below). The Company has heretofore made available to Parent true, correct and complete copies of the Company’s Certificate of Incorporation and Bylaws and all organizational and governing documents of each of its Subsidiaries (and all amendments thereto) as currently in effect. All the issued and outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company have been duly authorized, validly issued and are fully paid and nonassessable and not subject to preemptive rights and are wholly owned, directly or indirectly, by the Company free and clear of all Liens. No Subsidiary of the Company owns any shares of Common Stock or other equity interests in the Company.
Organization, Qualification and Subsidiaries. (a) Each of the Sellers is a corporation, limited liability company or other legal entity, duly organized, validly existing and in good standing (to the extent such concept is legally recognized) under the Laws of the jurisdiction of its organization, except where the failure to be in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Sellers has all requisite corporate or other organizational power and authority to carry on its businesses (including the Business) as now being conducted. Each of the Sellers is qualified to do business and is in good standing (to the extent such concept or a comparable status is recognized) as a foreign corporation in each jurisdiction where the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing has not had or would not reasonably be expected to be material to have, individually or in the aggregate, a Material Adverse Effect.(b) Section 3.1(b) of the Company Disclosure Schedule sets forth (i) a list of each Subsidiary or Affiliate of the Company that has any right, title or interest in any Transferred Asset, any Assumed Liability, or otherwise operates the Business, (ii) the jurisdiction of organization of each such Subsidiary or Affiliate and (iii) the Company's ownership interest in each such Subsidiary or Affiliate. The Subsidiaries and Affiliates listed on Section 3.1(b) of the Company Disclosure Schedule are the only Subsidiaries or Affiliates of the Company that have any right, title or interest in any Transferred Asset, any Assumed Liability, or otherwise operate the Business.3.2
Organization, Qualification and Subsidiaries. The Company is lawfully existing and in good standing as a Georgia corporation and as a bank holding company. The Company and each Subsidiary are lawfully existing and in good standing under the laws of their respective jurisdiction of incorporation or organization, and are duly qualified, in good standing and authorized to do business in each jurisdiction where failure to do so might have a material adverse impact on the consolidated assets, condition or prospects of such Subsidiary or the Company. The Company has the corporate power and authority and all necessary licenses, permits and franchises to borrow hereunder, and to grant the liens and security interests provided for in the Related Documents and to own its assets and conduct its business as presently conducted. All of the issued and outstanding capital stock of the Company and each of its Subsidiaries has been validly issued and is fully paid and non-assessable. Except as set forth on SCHEDULE 3.1: (a) the Company has no Subsidiaries;
