Organization, Standing, Qualification, etc Sample Clauses

Organization, Standing, Qualification, etc. Holdings (a) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Illinois, (b) is duly licensed or qualified to do business and is in good standing under the laws of each jurisdiction where the ownership, lease or operation of property or the conduct of its business requires such qualification, except for such jurisdictions where the failure to be so qualified or licensed would not have a
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Organization, Standing, Qualification, etc. The Company and each of its subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of organization, has all the requisite corporate power and authority to carry on its business as described in the Registration Statement and Prospectus and is qualified to do business in every jurisdiction where such qualification or registration is required, except where the failure to qualify or register would not have, individually or in the aggregate, a material adverse effect on the condition (financial or other), business, properties, prospects, net worth or results of operations of the Company and its subsidiaries taken as a whole (a "Material Adverse Effect").
Organization, Standing, Qualification, etc. WIDEBAND is a Missouri corporation engaged in the development, manufacture and marketing of high performance computer networking products. It was duly organized in September 1994 as Jacomo Corporation and, on September 1, 1995, Articles of Amendment were filed with the State of Missouri changing its name to "Wideband Corporation." WIDEBAND is validly existing and in good standing under the laws of the State of Missouri and has all requisite corporate power necessary to engage in the business it is currently engaged in. It is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own its properties and assets and to carry on its business as it is presently being conducted. WIDEBAND is qualified to do business in all states where the nature of WIDEBAND's business and the ownership of its properties require it to become qualified as a foreign corporation.
Organization, Standing, Qualification, etc. CAP is a Nevada corporation engaged in aviation parts sales. CAP is validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power necessary to engage in the business it is currently engaged in. It is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own its properties and assets and to carry on its business as it is presently being conducted.
Organization, Standing, Qualification, etc. GP is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan and has all requisite corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own its properties and assets and to carry on its business as it is presently being conducted. GP is qualified to do business in the State of Michigan, but otherwise the nature, of GP's business and the ownership of its properties do not require it to become qualified in any other state as a foreign corporation.
Organization, Standing, Qualification, etc. FOXY is a publicly held "development stage" Nevada corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. FOXY has at all times had requisite corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own its properties and assets and to carry on any business it has conducted. To FOXY and its management's best knowledge, information and belief, the nature of FOXY's business and the ownership of its properties has not required it to become qualified as a foreign corporation in any state in which has not been so qualified.
Organization, Standing, Qualification, etc. PRIMEPLAYER is a Nedvada corporation engaged in the development, manufacture and marketing of high performance computer networking products. It was duly organized on October 19, 2000 PRIMEPLAYER is validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power necessary to engage in the business it is currently engaged in. It is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own its properties and assets and to carry on its business as it is presently being conducted. PRIMEPLAYER is qualified to do business in all states where the nature of PRIMEPLAYER's business and the ownership of its properties require it to become qualified as a foreign corporation.
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Organization, Standing, Qualification, etc. (a) The Company is a corporation duly organized and existing in good standing under the Laws of the State of Delaware. The Company has all requisite corporate power and authority to carry on its businesses as currently conducted and to own or lease its properties and assets. Complete copies of the Company Certificate of Incorporation and Company Bylaws, as in full force and effect, have been delivered or made available to Parent and Merger Sub prior to the execution of this Agreement, and have not since been amended or repealed. Neither the Company nor its counsel has taken any action to amend or repeal the original certificate of incorporation of Name Change Merger Sub or the bylaws of Name Change Merger Sub. (b) The Company is duly qualified to conduct business as a foreign corporation and is in good standing (to the extent the concept of good standing is recognized) in each state wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified could not reasonably be expected to have a Company Material Adverse Effect.
Organization, Standing, Qualification, etc. (a) Each of Parent and Merger Sub is a corporation duly organized and existing in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as currently conducted and to own or lease its properties or assets. Complete copies of the Parent Certificate of Incorporation, Parent Bylaws, Merger Sub Certificate of Incorporation and Merger Sub Bylaws, as in full force and effect, have been delivered or made available to the Company prior to the execution of this Agreement, and have not since been amended or repealed. Parent has not taken any action to amend or repeal the original certificate of incorporation of Name Change Merger Sub or the bylaws of Name Change Merger Sub. (b) Each of Parent and each Parent Subsidiary (as defined below) is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified could not reasonably be expected to have a Parent Material Adverse Effect.

Related to Organization, Standing, Qualification, etc

  • Organization; Good Standing; Qualification The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified or registered to do business in each jurisdiction in which the nature of its business or operations requires such qualification or registration.

  • Organization, Standing, Etc The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a party, to issue and sell the Shares to be issued and sold at the Closing and to carry out the transactions contemplated hereby or thereby.

  • Organization and Good Standing; Qualification The Seller has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own or lease its properties and to conduct its activities as such properties are currently owned or leased and such activities are currently conducted.

  • Organization, Qualification, Etc (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of the Company's certificate of incorporation and bylaws which have been delivered to CNT are complete and correct and in full force and effect. (b) Each of the Company's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are validly issued, fully paid and non-assessable and are owned by the Company, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements or obligations of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other person.

  • Organization; Standing (a) Purchaser is a corporation, duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to operate its business as now conducted. Purchaser is duly qualified or licensed as a foreign corporation to do business, and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. (b) Each Designated Purchaser (other than Purchaser) is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) is duly licensed or qualified as a foreign entity to do business, and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so organized, existing, qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions.

  • Organization; Qualification The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company 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. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Company.

  • Organization; Good Standing; Qualification and Power The Contributed Subsidiaries are all of the subsidiaries of the Contributed Companies or any of their direct or indirect subsidiaries. Each of the Contributed Companies, and the Contributed Subsidiaries and each of the Contributing Companies is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requisite corporate power and authority to own, lease and operate any and all of the Group Assets held by such company and for the Conduct of the Group Business as now being conducted by such company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not have a Material Adverse Effect on the Group Business. SCO has delivered to Caldera or its counsel complete and correct copies of the charter documents of the Contributed Companies and the Contributed Subsidiaries. Except for the Contributed Subsidiaries, none of the Contributed Companies nor any of the Contributed Subsidiaries owns, directly or indirectly, any capital stock or other equity interest of any corporation or has any direct or indirect equity or ownership interest in any other business, whether organized as a corporation, partnership, joint venture or otherwise.

  • Listing, Qualification, Etc This option shall be subject to the requirement that if, at any time, counsel to the Company shall determine that the listing, registration or qualification of the shares subject hereto upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of shares hereunder, this option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, disclosure or satisfaction of such other condition shall have been effected or obtained on terms acceptable to the Board of Directors. Nothing herein shall be deemed to require the Company to apply for, effect or obtain such listing, registration, qualification or disclosure, or to satisfy such other condition.

  • Organization, Standing and Qualification (a) FTN Financial Capital Markets is a division of First Tennessee Bank National Association, a national banking association duly organized, validly existing and in good standing under the laws of the United States, with full power and authority to own, lease and operate its properties and conduct its business as currently being conducted. FTN Financial Capital Markets is duly qualified to transact business as a foreign corporation and is in good standing in each other jurisdiction in which it owns or leases property or conducts its business so as to require such qualification and in which the failure to so qualify would, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business, prospects or results of operations of FTN Financial Capital Markets. (b) Xxxxx, Xxxxxxxx & Xxxxx, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of New York, with full power and authority to own, lease and operate its properties and conduct its business as currently being conducted. Xxxxx, Xxxxxxxx & Xxxxx, Inc. is duly qualified to transact business as a foreign corporation and is in good standing in each other jurisdiction in which it owns or leases property or conducts its business so as to require such qualification and in which the failure to so qualify would, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business, prospects or results of operations of Xxxxx, Xxxxxxxx & Xxxxx, Inc.

  • Organization; Power; Qualification Each of the Borrower, the other Loan Parties and the other Subsidiaries is a corporation, partnership or other legal entity, duly organized or formed, validly existing and in good standing under the jurisdiction of its incorporation or formation, has the power and authority to own or lease its respective properties and to carry on its respective business as now being and hereafter proposed to be conducted and is duly qualified and is in good standing as a foreign corporation, partnership or other legal entity, and authorized to do business, in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization and where the failure to be so qualified or authorized could reasonably be expected to have, in each instance, a Material Adverse Effect.

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