Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of California and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement and the Certificate of Merger and to carry out the terms hereof and thereof. Copies of the Articles of Incorporation and By-Laws of the Company that have been delivered to Parent and Acquisition Corp. prior to the execution of this Agreement are true and complete and have not since been amended or repealed.
Appears in 2 contracts
Samples: Agreement of Merger and Plan of Reorganization, Agreement of Merger and Plan of Reorganization (Cinjet Inc)
Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of California and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement and the Certificate of Merger and to carry out the terms hereof and thereof. Copies of the Articles Certificate of Incorporation and By-Laws laws of the Company that have been delivered to Parent and Acquisition Corp. SubCo prior to the execution of this Agreement are true and complete and have not since been amended or repealed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (JUVA LIFE INC./Canada), Agreement and Plan of Merger
Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of California California, and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement and the Certificate of Merger and to carry out the terms hereof and thereof. Copies of the Articles of Incorporation and By-Laws laws of the Company that have been delivered to Parent and Acquisition Corp. prior to the execution of this Agreement are true and complete and have not since been amended or repealed.
Appears in 2 contracts
Samples: Agreement of Merger and Plan of Reorganization (Broadcaster Inc), Handheld Entertainment, Inc.
Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of California Nevada, and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement and Agreement, the Certificate Articles of Merger and to carry out the terms hereof and thereof. Copies of the Articles of Incorporation and By-Laws Bylaws of the Company that have been or will be been delivered to the Parent and Acquisition Corp. prior to the execution of this Agreement Closing Date are true and complete and have not since been amended or repealed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magic Communications Inc)
Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of California Nevada and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement and the Certificate Articles of Merger and to carry out the terms hereof and thereof. Copies of the Articles of Incorporation and By-Laws of the Company that have been delivered to Parent and Acquisition Corp. prior to the execution of this Agreement are true and complete and have not since been amended or repealed.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Ip Technology Services, Inc.)
Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of California Nevada, and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement and the Certificate Articles of Merger and to carry out the terms hereof and thereof. Copies of the Articles of Incorporation and By-Laws Bylaws of the Company that have been delivered to Parent and Acquisition Corp. Merger Sub prior to the execution of this Agreement are true and complete and have not since been amended or repealed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bacterin International Holdings, Inc.)
Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of California Nevada, and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement and the Certificate of Merger and to carry out the terms hereof and thereof. Copies of the Articles Certificate of Incorporation and By-Laws laws of the Company that have been delivered to Parent and Acquisition Corp. prior to the execution of this Agreement are true and complete and have not since been amended or repealed.
Appears in 1 contract
Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation company duly organized and existing in good standing under the laws of the State of California [Nevada] and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement and the Certificate of Merger and to carry out the terms hereof and thereof. Copies of the Articles Certificate of Incorporation and By-Laws laws of the Company that have been delivered to Parent and Acquisition Corp. prior to the execution of this Agreement are true and complete and have not since been amended or repealed.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (InZon CORP)
Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of California and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement and Agreement, the Certificate of Merger and to carry out the terms hereof and thereof. Copies of the Articles of Incorporation and By-Laws of the Company that have been delivered to Parent and Acquisition Corp. prior to the execution of this Agreement are true and complete and have not since been amended or repealed.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Waxess Holdings, Inc.)