Standing and Corporate Power. Each of Parent and Sub is a corporation validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has the requisite corporate power and authority to carry on its business as now being conducted.
Standing and Corporate Power. 27 SECTION 5.02.
Standing and Corporate Power. Each of the Company and each of its Significant Subsidiaries (as defined below) is a corporation validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has the requisite corporate power and authority to carry on its business as now being conducted. Each of the Company and each of its Significant Subsidiaries is duly qualified or licensed to do business and in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect on the business, properties, assets, condition (financial or otherwise), or results of operations or prospects of the Company and its subsidiaries taken as a whole other than as the result of currency exchange rate fluctuations, customs, tax and duty law changes and changes relating to the economy generally or to the Company's industry in general and not specifically relating to the Company or any of its Subsidiaries (a "Company Material Adverse Effect"). The Company has delivered to Parent complete and correct copies of its Restated Charter and By-laws and the certificates of incorporation and by-laws of its Significant Subsidiaries, in each case as amended to the date of this Agreement. For purposes of this Agreement, a "Significant Subsidiary" means any subsidiary of the Company that constitutes a significant subsidiary within the meaning of Rule 1-02 of Regulation S-X of the SEC.
Standing and Corporate Power. 10 SECTION 4.02. Subsidiaries...................................................10 SECTION 4.03. Capital Structure..............................................11 SECTION 4.04.
Standing and Corporate Power. Except as set forth in the letter (the "Company Disclosure Letter") from the Company to Parent dated the date of this Agreement, each of the Company and each of its subsidiaries is a corporation validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has the requisite corporate power and authority to carry on its business as now being conducted. Each of the Company and each of its subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect on the Company and its subsidiaries taken as a whole. The Company has delivered to Parent complete and correct copies of its Restated Certificate of Incorporation and By-laws and the certificates of incorporation and by-laws of its Significant Subsidiaries, in each case as amended to the date of this Agreement. For purposes of this Agreement, a "Significant Subsidiary" means any subsidiary of the Company that constitutes a significant subsidiary within the meaning of Rule 1-02 of Regulation S-X of the SEC.
Standing and Corporate Power. The Company is duly organized, validly existing and in good standing under the laws of the State of Florida and has the requisite corporate power and authority and all government licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and carry on its business as now being conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect with respect to the Company.
Standing and Corporate Power. Each of the Companies is a ------------------------------------------ corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, has full corporate power and authority to carry on its business, and to own or lease its properties as and in the places where such business is now conducted and such properties are now owned, leased or operated; and is qualified to transact business as a foreign corporation in the jurisdictions listed in the Disclosure Letter. No proceedings for the bankruptcy or insolvency of any of the Companies are pending or, to the Sellers' knowledge, are contemplated.
Standing and Corporate Power. Each of Company and Spurlock Adhesives, Inc. (the "Subsidxxxx") xs a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and has the requisite power and authority to own, lease and operate its property and carry on its business as now being conducted. Each of Company and the Subsidiary is duly qualified or licensed to do business and in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect on the business, properties, assets, condition (financial or otherwise), results of operations or prospects of Company and the Subsidiary, taken as a whole, or on the ability of Company to perform its obligations hereunder or to consummate the transactions contemplated hereby, including the Merger (a "Company Material Adverse 14 Effect"). Company has delivered or previously made available to Parent complete and correct copies of the Articles of Incorporation and Bylaws of each of Company and the Subsidiary, in each case as amended to the date of this Agreement. Neither Company nor the Subsidiary is in violation of any provision of its respective Articles of Incorporation or Bylaws.
Standing and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of Minnesota and has the requisite corporate power and authority to carry on its business as now being conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) could not reasonably be expected to have a "Company Material Adverse Effect," which for purposes of this Agreement means to (i) have a material adverse effect on the value, condition (financial or otherwise), prospects, business, insurability or result of operations of the Company, (ii) impair the ability of any party hereto to perform its obligations under this Agreement or (iii) prevent or materially delay consummation of any of the transactions contemplated by this Agreement. The Company has delivered to Parent complete and correct copies of its Articles of Incorporation and bylaws. The Company is not a party to any joint venture, partnership or similar business or entity (the "Joint Ventures"). The Company does not have any subsidiary. For purposes of this Agreement, a "subsidiary" of any person means another person in which such first person, directly or indirectly, owns 50% or more of the equity interests or has the right, through ownership of equity, contractually or otherwise, to elect at least a majority of its Board of Directors or other governing body.
Standing and Corporate Power. Chesscom is a Nevada corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the requisite organizational power and authority to carry on its business as now being conducted. Chesscom is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect (as defined in Section 1.7) with respect to Chesscom.
