Organization, Standing and Authority; Ownership of Shares Sample Clauses

Organization, Standing and Authority; Ownership of Shares. MTIX is a corporation duly organized, validly existing and in good standing under the laws of England and Wales. MTIX has the full corporate power and corporate authority to execute, deliver and perform each Transaction Document to which it is a party. MTIX is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it requires qualification. Each of the MTIX Shareholders has all right, power and authority to execute and deliver this Agreement and each Transaction Document to which he or it is a party and to perform his or its obligations hereunder and thereunder. The Majority Shareholder and the Minority Shareholders are the registered and the beneficial owners of all of the MTIX Shares listed on Schedule 3.1, in each case free and clear of Encumbrances of any type or description and there are no options, agreements or other Encumbrances of any other person, firm or corporation in existence which could restrict or limit the respective MTIX Shareholder’s ability to transfer to AIC good and marketable title to all of the MTIX Shares free and clear of all such Encumbrances.
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Organization, Standing and Authority; Ownership of Shares. MPC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. MPC has the full corporate power and corporate authority to execute, deliver and perform each Transaction Document to which it is a party. MPC is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it requires qualification. Each of the Stockholders has all right, power and authority to execute and deliver this Agreement and each Transaction Document to which he or it is a party and to perform his or its obligations hereunder and thereunder. The Stockholders are the registered and the beneficial owners of all of the Subject Shares listed on Schedule 3.1, in each case free and clear of Encumbrances of any type or description and there are no options, agreements or other Encumbrances of any other person, firm or corporation in existence which could restrict or limit the respective Stockholder’s ability to transfer to DPW good and marketable title to all of the Subject Shares free and clear of all such Encumbrances.
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Organization, Standing and Authority; Ownership of Shares. ARTA is a corporation duly organized, validly existing and in good standing under the laws of England and Wales. ARTA has the full corporate power and corporate authority to execute, deliver and perform each Transaction Document to which it is a party. ARTA is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it requires qualification. ARTA has all right, power and authority to execute and deliver this Agreement and each Transaction Document to which it is a party and to perform its obligations hereunder and thereunder. ARTA’s ordinary shares are currently trading on the Alternative Investment Market of the London Stock Exchange (“AIM”) under the symbol “ARTA”. ARTA is duly qualified to do business as a foreign corporation doing business in each jurisdiction in which it owns or leases real property and where the failure to be so qualified and in good standing would have a Material Adverse Effect on ARTA or its business. Other than its subsidiaries, ARTA does not have an ownership interest in any corporation, partnership (general or limited), limited liability company or other entity, whether foreign or domestic (collectively such ownership interests including capital stock).
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Organization, Standing and Authority; Ownership of Shares. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Arizona, and Aries and Holdings are each limited liability companies organized under the laws of the State of Arizona. Each of the Company Affiliates have the full corporate power and corporate authority to execute, deliver and perform this Agreement and each Related Agreement to which it is a party. Each of Aries, Holdings and the Company are qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it requires qualification. Each of the Company Affiliates has all right, power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party and to perform its obligations hereunder and thereunder. The Members are the record and beneficial owners of the Fully-Diluted Aries Equity; Aries is the record and beneficial owner of the Fully-Diluted Holdings Equity; and Holdings is the record and beneficial owner of the Fully-Diluted Company Shares; in each case, free and clear of all liens, claims, security interests and encumbrances of any type or description and there are no options, agreements or other Encumbrances of any other person, firm or corporation in existence which could restrict or limit the respective the Members ability to transfer to FlameMaster good and marketable title to all of Aries Equity free and clear of all such liens, claims, security interests and encumbrances. Holdings was formed solely for the purpose of acquiring the Company Shares and independently engages in no trade or business or other activity.
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Organization, Standing and Authority; Ownership of Shares. HEMP is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Hall Effect and Jopejo (collectively, the "CORPORATIONS") is a corporation validly existing and in good standing under the laws of England and Wales. Each of HEMP and the Corporations have the full corporate power and corporate authority to execute, deliver and perform each Related Agreement to which it is a party. Each of HEMP and the Corporations are qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it requires qualification. Each of the HEMP Security-holders has all right, power and authority to execute and deliver this Agreement and each Related Agreement to which he or it is a party and to perform his or its obligations hereunder and thereunder. The Majority Shareholder and certain of the Minority Shareholders are the registered and (with the exception of the Majority Shareholder, which holds the relevant shares on trust for the Westek Limited Employee Trust) the beneficial owners of all of the HEMP Preferred Stock listed on SECTION 3.1(a) TO THE DISCLOSURE SCHEDULE, HEMP TL and the New Shareholders are the beneficial owners of all of the HEMP Common Stock listed on SECTION 3.1(b) TO THE DISCLOSURE SCHEDULE, in each case free and clear of all liens, claims, security interests and encumbrances of any type or description and there are no options, agreements or other Encumbrances of any other person, firm or corporation in existence which could restrict or limit the respective HEMP Shareholder's ability to transfer to Sports Information good and marketable title to all of the HEMP Shares free and clear of all such liens, claims, security interests and encumbrances.
Sample 1

Related to Organization, Standing and Authority; Ownership of Shares

  • Organization, Standing and Authority Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

  • Organization, Standing and Power Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

  • Organization, Standing and Power; Subsidiaries (a) Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and is duly qualified or licensed to do business and is in good standing as a foreign entity in each jurisdiction in which the failure to be so qualified or licensed or to be in good standing could, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

  • Organization, Good Standing and Authority The Vessel Owning Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the Republic of Liberia. The Vessel Owning Subsidiary has full corporate power and authority to carry on its business as it is now, and has since its incorporation been, conducted, and is entitled to own, lease or operate the properties and assets it now owns, leases or operates and to enter into legal and binding contracts. No meeting has been convened or resolution proposed or petition presented and no order has been made to wind up the Vessel Owning Subsidiary.

  • Organization, Standing and Corporate Power Each of TopCo and Parent is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of Parent’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company prior to the execution of this Agreement a true and complete copy of (A) the Certificate of Limited Partnership of Parent (the “Parent Certificate of Partnership”) and the Third Amended and Restated Agreement of Limited Partnership of Parent (the “Parent Partnership Agreement”), (B) the organizational documents of TopCo, (C) the Certificate of Limited Partnership of ETP and the Agreement of Limited Partnership of ETP (the “ETP Partnership Agreement”), and (D) the Certificate of Limited Partnership of SXL and the Agreement of Limited Partnership of SXL (the “SXL Partnership Agreement”), in each case of clauses (A) through (D), as amended to and in effect as of the date of this Agreement. Upon the request of the Company, Parent will make available to the Company the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.

  • Organization, Good Standing and Power The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.

  • Corporate Organization, Standing and Power Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada; and Merger Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Each of Parent and Merger Subsidiary has all corporate power and authority 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 Parent and Merger Subsidiary. Parent owns all of the outstanding capital stock of Merger Subsidiary. Parent does not own or control any capital stock of any corporation or any interest in any partnership, joint venture or other entity, other than Merger Subsidiary.

  • Incorporation, Standing and Power GBB has been duly organized, is --------------------------------- validly existing and in good standing as a corporation under the laws of the State of California and is registered as a bank holding company under the BHC Act. GBB has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. GBB is duly qualified and in good standing as a foreign corporation, and is authorized to do business, in all states or other jurisdictions in which such qualification or authorization is necessary, except where the failure to be so qualified or authorized would not, individually or in the aggregate, have a material adverse effect on the business, financial condition, results of operations or prospects of GBB on a consolidated basis. True and correct copies of the Articles of Incorporation and Bylaws of GBB have been delivered to BCS. Such Articles of Incorporation and Bylaws are in full force and effect as of the date hereof.

  • Organization and Good Standing; Power and Authority Each Ventas Entity and each Significant Subsidiary (A) is a corporation, partnership, limited liability company or real estate investment trust duly organized and validly existing under the laws of the jurisdiction of its organization, (B) has all requisite corporate, partnership, limited liability company or trust power and authority necessary to own its property and carry on its business as described in the Disclosure Package and the Prospectus, and (C) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary, except for any failures to be so qualified and in good standing that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

  • Organization; Power and Authority The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

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