Organization, Registration Sample Clauses

Organization, Registration. (a) VFAM is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and has all requisite corporate power and corporate authority and all necessary governmental approvals to own, lease and operate its properties, and to carry on its business, to enter into this Agreement and the other documents and instruments to be executed and delivered by VFAM and to carry out the transactions contemplated hereby and thereby. Except as set forth on Schedule 4.01, VFAM is duly licensed or qualified to do business as a foreign corporation and is in good standing in all jurisdictions wherein the character of the properties owned or leased or the nature of its business, make such qualification to do business necessary except for those jurisdictions where the failure to be so qualified would not have a material adverse effect. Schedule 4.01 lists all of the jurisdictions in which VFAM is qualified to do business. VFAM has delivered to Buyer true and correct copies of its Articles of Incorporation and Bylaws, each as in effect on the date hereof. (b) VFAM has all federal, state, local and foreign governmental licenses, permits, or registrations required for its business as currently conducted. Schedule 4.01 lists all of such licenses, permits or registrations currently in effect, the applicable jurisdictions, and the date of expiration, if any. All of such Licenses, permits or registrations are in full force and effect, no violations have occurred or been asserted with respect thereto other than as set forth on NASD and SEC Reports of examination, copies of which have been delivered to Buyer, and no material change in the facts or circumstances reported in any documents submitted by VFAM in connection with any such license, permit or registration has occurred which would require an amendment of such document, license, permit or registration. (c) The officers and directors of VFAM are set forth on Schedule 4.01. (d) VFAM has no subsidiaries. (e) There is no pending or, to the knowledge of VFAM or the Shareholders, any threatened claim or litigation against VFAM (nor to the knowledge of VFAM or the Shareholders does there exist any basis therefor) contesting the validity of or right to use the "Valley Forget Asset Management Corporation" name as currently used by VFAM as its corporate name in connection with its business activities, nor has VFAM received any notice that its use of the "Valley Forge Asset Management ...
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Organization, Registration. All student organizations must be registered through the Center for Leadership and Involvement (CfLI) and must also be in good standing with CfLI
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Related to Organization, Registration

  • Qualification; Registration The Manager shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business and in which such qualification, formation or registration is required or desirable. The Manager, as an authorized person within the meaning of the Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

  • Non-Registration The Shareholder understands that the shares of Parent Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein.

  • Foreign Registration Licensee agrees to register this Agreement with any foreign governmental agency which requires such registration, and Licensee shall pay all costs and legal fees in connection therewith. In addition, Licensee shall assure that all foreign laws affecting this Agreement or the sale of Licensed Products are fully satisfied.

  • Open registration ­‐ Second level registrations in the TLD will be open and available to lawful registrants. The TLD represents a generic or dictionary term, and Registry Operator accordingly will operate it in an inclusive manner. Registry Operator will not limit registrant eligibility based on identity nor restrict availability of second level names to only registrants whose identity is associated only with the most common usage of the term. Registry Operator will not disenfranchise lawful users who are associated with a minority usage of the term.

  • SEC Registration The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the Securities and Exchange Commission with respect to the long-term incentive awards to the extent any such registration statement is required by applicable Law.

  • NERC Registration The NTO shall register or enter into agreement with a NERC registered entity for all required NERC functions applicable to the NTO, that may include, without limitation, those functions designated by NERC to be: “Transmission Owner” and “Transmission Planner” and “Transmission Operator.” The Parties agree to negotiate in good faith the compliance obligations for the NERC functions applicable to, and to be performed by, each Party with respect to the NTO’s facilities. Notwithstanding the foregoing, the ISO shall register for the “Transmission Operator” function for all NTO Transmission Facilities under ISO Operational Control identified in Appendix A-1 of this Agreement.

  • Non-Registration Event The occurrence of a Non-Registration Event as described in Section 11.4 of the Subscription Agreement.

  • No Piggyback on Registrations Neither the Company nor any of its security holders (other than the Purchasers in such capacity pursuant hereto) may include securities of the Company in the Registration Statement other than the Registrable Securities, and the Company shall not after the date hereof enter into any agreement providing any such right to any of its security holders.

  • Registration of Registrable Securities The Company will file with the Commission, within 30 days following the date hereof, a Registration Statement on Form S-3 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

  • Company Registration If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6.

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