Status of the Company Group Sample Clauses

Status of the Company Group. Each Company Group Member is a limited liability company duly formed and validly existing under the laws of the state of Delaware. Each Company Group Member has the requisite limited liability company power and authority to carry on its business as now being conducted and is qualified to do business and in good standing in each jurisdiction in which it owns or leases Real Property or the conduct of its business requires such qualification, except where the failure to so qualify has not had, and would not reasonably be expected to have, individually or in the aggregate, a material impact on the Company Group, Company Business or Company Assets, taken as a whole. Schedule 4.1 sets forth a true, correct and complete list of each jurisdiction in which each Company Group Member is qualified or authorized to do business as a foreign company. Seller has made available to Buyer true, correct and complete copies of the Organizational Documents of each Company Group Member, as in effect and as amended on the Execution Date, and each as made available to Buyer is in full force and effect, and neither Seller nor any Company Group Member is in material violation of any of the provisions of such Organizational Documents. Section 4.2
Sample 1
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Related to Status of the Company Group

  • Status of the Company The Members acknowledge that this Agreement creates a partnership for federal income tax purposes. Furthermore, the Members hereby agree not to elect to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute.

  • Return of the Company’s Property If Executive’s employment is terminated for any reason, the Company shall have the right, at its option, to require Executive to vacate his or her offices prior to or on the effective date of termination and to cease all activities on the Company’s behalf. Upon the termination of his or her employment in any manner, as a condition to the Executive’s receipt of any post-termination benefits described in this Agreement, Executive shall immediately surrender to the Company all lists, books and records of, or in connection with, the Company’s business, and all other property belonging to the Company, it being distinctly understood that all such lists, books and records, and other documents, are the property of the Company. Executive shall deliver to the Company a signed statement certifying compliance with this Section 4(j) prior to the receipt of any post-termination benefits described in this Agreement.

  • Capitalization of the Company and its Subsidiaries (a) The authorized capital stock of the Company consists of: (i) 250,000,000 Shares, of which 70,218,397 Shares were issued and outstanding and 3,052 shares of which were held in the Company's treasury, in each case, as of the close of business on May 21, 1999, and (ii) 10,000,000 shares of preferred stock, par value $.001 per share, no shares of which are outstanding. All of the issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, non-assessable and free of preemptive rights. As of May 21, 1999, 5,176,485 Shares were issuable pursuant to awards that have been granted under the Directors Restricted Stock Plan, the Option Plan and the Directors' Option Plan. Except for the Company Rights and as set forth above, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries, and no obligations of the Company or its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Company Securities"). There are no outstanding obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or to which it is bound relating to the voting of any shares of capital stock of the Company.

  • Business of the Company The purpose of the Company is to carry on any lawful business, purpose or activity for which limited liability companies may be formed in accordance with Section 18-106 of the Act.

  • Status of the Advisor The services of the Advisor to the Fund, or with respect to the Portfolio, are not to be deemed exclusive, and the Advisor shall be free to render similar services to others, as long as its services to the Fund or to the Portfolio are not impaired thereby. The Advisor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way, or otherwise be deemed an agent of the Fund.

  • Status of the Parties The status of the parties under this Agreement shall be solely that of independent contractors. No party shall have the right to enter into any agreements on behalf of the other party nor shall it represent to any person that it has such right or authority. The parties, through their duly authorized representatives, and intending to be legally bound, have executed this Agreement, as of the date and year first above written, whereupon it became effective in accordance with its terms. RESEARCH FRONTIERS INCORPORATED By:_/s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, President Date: October 25, 2005 SPD CONTROL SYSTEMS CORPORATION By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx, Chairman Date: October 20, 2005 Schedule A (As of October 25, 2005) LIST OF UNITED STATES, INTERNATIONAL AND FOREIGN PATENTS AND PATENT APPLICATIONS Date Expiration Patents in the United States Issued Date 5,764,402 Xxxx-Xxxxxxxx Xxxxxx; Xxxxxx Xxxxx "Optical Cell Control System" 06/09/98 04/24/15 6,804,040 Xxxxxx X. Xxxxxxx, et al "Method and Device for Controlling Voltage Provided to a Suspended Particle Device"10/12/04 02/13/23 6,897,997 Xxxxxx X. Xxxxxxx "Method and Device for Controlling Voltage Provided to a Suspended Particle Device" 05/24/05 02/13/23 (continuation-in-part of 6,804,040) PENDING UNITED STATES APPLICATIONS Serial Number Filing Date [Confidential Information Omitted and filed separately with the Securities and Exchange Commission] PENDING INTERNATIONAL APPLICATIONS Serial Number Filing Date [Confidential Information Omitted and filed separately with the Securities and Exchange Commission] Patent Number or Country Serial Number Issued Filed Expiration [Confidential Information Omitted and filed separately with the Securities and Exchange Commission] FOREIGN PATENTS AND PATENT APPLICATIONS Patent Number or Country Serial Number Issued Filed Expiration

  • STATUS OF THE ADVISER The services of the Adviser to the Trust are not to be deemed exclusive, and the Adviser shall be free to render similar services to others so long as its services to the Trust are not, during the term of this Agreement, materially impaired thereby. The Adviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

  • Return of the Company Property All materials furnished to Director by the Company, whether delivered to Director by the Company or made by Director in the performance of Director Services under this Agreement (the “Company Property”) are the sole and exclusive property of the Company. Director agrees to promptly deliver the original and any copies of the Company Property to the Company at any time upon the Company’s request. Upon termination of this Agreement by either party for any reason, Director agrees to promptly deliver to the Company or destroy, at the Company’s option, the original and any copies of the Company Property. Director agrees to certify in writing that Director has so returned or destroyed all such the Company Property.

  • Responsibilities of the Company 11.1 The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as may reasonably be required by the Transfer Agent for the carrying out, or performing by the Transfer Agent of the provisions of this Agreement.

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