Common use of SP Corp Clause in Contracts

SP Corp. has been duly organized and is validly existing as a corporation in good standing under the laws of the Commonwealth of Pennsylvania, is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all corporate power and authority necessary to own or hold its properties and to conduct the business in which it is engaged. All of the issued and outstanding capital stock of SP Corp. has been duly authorized and validly issued and is fully paid and non-assessable, has been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws) and all of the capital stock of SP Corp. is owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim, restriction or equities. No shares of capital stock of SP Corp. are reserved for any purpose, and there are no outstanding securities convertible into or exchangeable for any capital stock of SP Corp. and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of SP Corp.

SP Corp. has been duly organized and is validly existing as a corporation in good standing under the laws of the Commonwealth of Pennsylvania, is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all corporate power and authority necessary to own or hold its properties and to conduct the business in which it is engaged. All of the issued and outstanding capital stock of SP Corp. has been duly authorized and validly issued and is fully paid and non-non- assessable, has been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws) and all of the capital stock of SP Corp. is owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim, restriction or equities. No shares of capital stock of SP Corp. are reserved for any purpose, and there are no outstanding securities convertible into or exchangeable for any capital stock of SP Corp. and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of SP Corp.