Organization; Subsidiaries. The Company is (a) duly organized, validly existing and in good standing under the laws of the State of Minnesota and (b) is duly qualified to do business and in good standing in each jurisdiction in which it owns or leases Real Property and in each other jurisdiction in which the failure to so qualify has not had, and is not reasonably likely to have, a Material Adverse Effect. The Company has delivered to the Purchaser true, accurate and complete copies of (x) the Organizational Documents of the Company and (y) the minute books of the Company which contain records of all meetings held of, and other corporate actions taken by, its stockholders, Board of Directors and any committees appointed by its Board of Directors. Except as disclosed on Schedule 4.1, the Company has no Subsidiaries and does not own any Equity Interests of any other Person.
Appears in 4 contracts
Samples: Securities Purchase Agreement (AGA Medical Holdings, Inc.), Securities Purchase Agreement (AGA Medical Holdings, Inc.), Securities Purchase Agreement (AGA Medical Holdings, Inc.)
Organization; Subsidiaries. The Company is (a) duly organized, validly existing and in good standing under the laws of the State of Minnesota and (b) is duly qualified to do business and in good standing in each jurisdiction in which it owns or leases Real Property and in each other jurisdiction in which the failure to so qualify has not had, and is not reasonably likely to have, a Material Adverse Effect. The Company has delivered to the Purchaser Investors true, accurate and complete copies of (x) the Organizational Documents of the Company and (y) the minute books of the Company which contain records of all meetings held of, and other corporate actions taken by, its stockholders, Board of Directors and any committees appointed by its Board of Directors. Except as disclosed on Schedule 4.13.1, the Company has no Subsidiaries and does not own any Equity Interests of any other Person.
Appears in 2 contracts
Samples: Stock Purchase Agreement (AGA Medical Holdings, Inc.), Stock Purchase Agreement (AGA Medical Holdings, Inc.)