Organization, Qualification, Corporate Power and Authority. (a) Each of the Company and each Subsidiary of the Company is a corporation, limited partnership or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company and each Subsidiary of the Company is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, other than where the failure to be so qualified would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect (as defined hereinafter). Each of the Company and each of its Subsidiaries has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Each of the Company and each of its Subsidiaries has furnished or made available to Parent a copy of its charter, by-laws or other similar organizational documents, each as amended and as in effect on the date of this Agreement. Except as set forth in Schedule 2.1(a) of the Company Letter, each of the Company and its Subsidiaries has at all times complied with, and is not in default under or in violation of, any provision of its charter, by-laws or other organizational documents. Schedule 2.1(a) of the Company Letter sets forth (A) all Subsidiaries of the Company and their respective jurisdictions of incorporation or organization and legal form of entity and (B) each owner and the respective amount of such owner’s equity interest in each Subsidiary of the Company. A “
Organization, Qualification, Corporate Power and Authority. (a) Each of the Company and its Subsidiaries (as defined hereinafter) is a corporation, limited partnership or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company and its Subsidiaries is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, other than where the failure to be so qualified would not individually or in the aggregate have a Material Adverse Effect (as defined hereinafter) on the Company (each such jurisdiction being set forth in SCHEDULE 2.1(a)). Each of the Company and its Subsidiaries has all requisite corporate or partnership power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Each of the Company and its Subsidiaries has furnished to the Investor a copy of its charter, by-laws or other similar organizational documents, each as amended and as in effect on the date of this Agreement. Each of the Company and its Subsidiaries has at all times complied with, and is not in default under or in violation of, any provision of its charter, by-laws or other organizational documents. A "MATERIAL ADVERSE EFFECT" on or with respect to the Company means a material adverse effect on (i) the businesses, assets (including licenses, franchises and other intangible assets) or financial condition or operating income of the Company and its Subsidiaries, taken as a whole, except where such effect results from changes in prevailing interest rates or interest rate spreads or changes in the prevailing economic or market conditions having a similar effect on the industry generally or (ii) the ability of the Company to consummate the transactions
Organization, Qualification, Corporate Power and Authority. (a) The Company is a corporation duly organized and validly existing as a limited liability company under the laws of Sweden. The Company is duly qualified to conduct business and is in corporate and tax good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, each of which jurisdictions is set forth in Section 2.1 of the Disclosure Schedule. The Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has furnished to the Buyer true and complete copies of its Articles of Association and registration certificate, each as amended and as in effect on the Agreement Date. The Company has at all times complied with, and is not in default under or in violation of, any provision of its articles of association.
Organization, Qualification, Corporate Power and Authority. (i) Each of the Company and the Related Companies is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Each of the Company and the Related Companies is duly authorized to conduct its business as currently conducted and is in good standing under the laws of each jurisdiction where such qualification is required, except where the failure to be so qualified would not have a Material Adverse Effect. The Company and the Related Companies have full corporate power and authority and all licenses, permits, and authorizations necessary to carry on the Company Activities, as the case may be, and to own and use the properties owned and used by each of them, except to the extent the failure to have obtained such license, permit or authorization would not have a Material Adverse Effect. Section 4(a) of the Disclosure Schedule lists the directors and officers of each of the Company and the Related Companies. The Company has delivered to the Buyer correct and complete copies of the charters and bylaws of each of the Company and the Related Companies (as amended to date). The Company and the Related Companies are not in default under or in violation of any provision of their charters or bylaws.
Organization, Qualification, Corporate Power and Authority. 2.1.1 Each of Sellers is a corporation or corporate body duly incorporated or created, validly existing and in good standing under the laws of the State of Louisiana and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it, or the character of the properties owned by it or leased by it, requires such licensing or qualification. Each of Sellers has the corporate power and authority to own and hold its properties and to carry on its business as now conducted. GRMC is a not-for-profit corporation without any capital stock or members and GHS is a for-profit corporation that is a wholly-owned subsidiary of GRMC. HSD is a corporate body and political subdivision of the State of Louisiana.
Organization, Qualification, Corporate Power and Authority. EFFECT OF 4
Organization, Qualification, Corporate Power and Authority. (a) Each of the Company and its Subsidiaries (as defined hereinafter) is a corporation, limited partnership or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company and its Subsidiaries is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, other than where the failure to be so qualified would not individually or in the aggregate have a Material Adverse Effect (as defined hereinafter) on the Company (each such jurisdiction being set forth in Schedule 2.1(a)). Each of the Company and its Subsidiaries has all requisite corporate or partnership power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Each of the Company and its Subsidiaries has furnished to the Investor a copy of its charter, by-laws or other similar organizational documents, each as amended and as in effect on the date of this
Organization, Qualification, Corporate Power and Authority. (a) MODE is a corporation duly organized, validly existing and in corporate and tax good standing under the laws of the State of Delaware. MODE is duly qualified to conduct business and is in corporate and tax good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, each of which jurisdiction is set forth in Section 2.1 of the Disclosure Schedule. MODE has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. MODE has furnished to Emcore true and complete copies of its Certificate of Incorporation and By-laws, each as amended and as in effect on the Agreement Date. MODE has at all times complied with, and is not in default under or in violation of, any provision of its Certificate of Incorporation and By-laws.
Organization, Qualification, Corporate Power and Authority. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware. The Company is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, other than where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. The Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.
Organization, Qualification, Corporate Power and Authority. (a) CCM is duly organized, validly existing and in good standing under the laws of the State of Delaware. CCM is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, other than where the failure to be so qualified would not individually or in the aggregate have an Investor Material Adverse Effect. CCM has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. CCM has at all times complied with, and is not in default under or in violation of, any provision of its organizational documents, other than where the failure to so comply and such defaults and violations would not individually or in the aggregate have an Investor Material Adverse Effect.
