Organization, Standing, Qualification and Power. Each member of the Company Group is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority to own, lease and operate its properties and to carry on its business as presently conducted. Each member of the Company Group is duly qualified or licensed and in good standing to do business in each jurisdiction in which such qualification is necessary because of the nature of the business conducted by it, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect on the Company Group.
Organization, Standing, Qualification and Power. C-COR is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania, and BRC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as presently conducted. Seller is duly qualified and in good standing to do business in each jurisdiction in which such qualification is necessary because of the nature of its assets or properties or the business conducted by it, except where the failure to be so qualified would not (i) have a Material Adverse Effect on the business, operations, properties, financial condition or results of operations of Buyer or (ii) prohibit or delay Buyer from consummating the Transactions. Seller has all corporate authority and all licenses, permits, operating authority, regulatory approvals and authorizations necessary to own and use its properties and to carry on the businesses that Seller is currently conducting.
Organization, Standing, Qualification and Power. Buyer is duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as presently conducted. Buyer is duly qualified and in good standing to do business in each jurisdiction in which such qualification is necessary because of the nature of its assets or properties or the business conducted by it, except where the failure to be so qualified would not (i) have a material adverse effect on the business, operations, properties, financial condition or results of operations of Buyer or (ii) prohibit or delay Buyer from consummating the Transactions.
Organization, Standing, Qualification and Power. (a) Each Seller Entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it has been organized, which jurisdictions of organization with respect to each Seller Entity are set forth in Section 2.1(a) of the Disclosure Schedule and has all requisite power and authority to own, lease and operate its properties and to carry on the business as presently conducted by each such Seller Entity. Each Seller Entity is duly qualified and in good standing to do business in each jurisdiction in which such qualification is necessary because of the character of the assets owned or leased by each or the nature of the business conducted by it except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. A true and complete list of the jurisdictions in which each Seller Entity is so qualified to transact business as a foreign entity is set forth on Schedule 2.1(a) of the Disclosure Schedule.
(b) Sellers have provided Purchaser with true and complete copies of the Charter Documents of each Seller Entity.
(c) Section 2.1(c) of the Disclosure Schedule lists the managers, directors and/or officers (or the functional equivalents thereof) of each Seller Entity.
Organization, Standing, Qualification and Power. Buyer is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority to own, lease and operate its properties and to carry on its business as presently conducted. Buyer is duly qualified and in good standing to do business in each jurisdiction in which such qualification is necessary because of the nature of the business conducted by it, except where the failure to be so qualified would not reasonably be expected to prevent the consummation of the transactions contemplated by this Agreement and the Related Documents.
Organization, Standing, Qualification and Power. Each of the Companies is duly organized, validly existing and in good standing (in such jurisdictions where such status is recognized) under the Laws of the jurisdiction of its organization. Each of the Companies has all corporate power and authority necessary to lease or operate the properties and assets owned, leased or operated by it and to carry on its business as currently conducted. Each Company is qualified or licensed to do business in each jurisdiction in which ownership of its property or assets or the conduct of its business requires such qualification or license, except where the failure to be so qualified or licensed would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the articles of incorporation, articles of organization, bylaws, operating agreement, or other comparable governing documents of each of the Companies, as in effect as of the date hereof, have been made available to the Parent. Schedule 2.2 sets forth a true and correct list of all directors, managers and officers of each of the Companies.
Organization, Standing, Qualification and Power. Such Seller, if not a natural person, is duly organized, validly existing and in good standing under the laws of the state or country of its formation and has all requisite power and authority to own the Purchased Shares set forth opposite such Seller’s name on Exhibit A.
Organization, Standing, Qualification and Power. The Corporation is duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own, lease and operate its properties and to carry on its business as presently conducted. The Corporation is duly qualified and in good standing to do business in each jurisdiction in which the property owned or leased or operated by it or by the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified is not reasonably likely to have a Material Adverse Effect. The Corporation has made available to Newco or its counsel, representatives or advisors, complete and correct copies of its certificate of incorporation, as in effect on the date hereof and in effect immediately prior to the Effective Time, and the by-laws, as amended to the date hereof.
Organization, Standing, Qualification and Power. The Purchaser is an Irish collective asset-management vehicle that is duly organized, validly existing and in good standing under the laws of the Republic of Ireland. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which a license or qualification is required for it to perform its obligations under this Agreement, except where the failure to be so licensed or qualified and in good standing has not had, and would not reasonably be expected to have, either individually or in the aggregate, a material adverse effect on the consummation of the transactions contemplated by this Agreement.
Organization, Standing, Qualification and Power. The Company and each of its Subsidiaries is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. Except as set forth in Section 3.6 of the Disclosure Schedule, the Company and each of its Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which such qualification is necessary because of the nature of the business conducted by it. The jurisdictions in which the Company and each Subsidiary is incorporated and licensed or qualified to do business as a foreign corporation are set forth in Section 3.6 of the Disclosure Schedule.
