Valid Corporate Existence; Qualification. Solovision is a corporation duly organized, validly existing and, except as set forth on Schedule 2.1 attached hereto, in good standing under the laws of the State of Florida. Solovision has the corporate power to carry on its business as now conducted and to own its assets. Solovision is not qualified to conduct business in any foreign jurisdiction, there being no foreign jurisdictions in which the failure to qualify would have a material adverse effect on Solovision and its assets, properties or business, and there has not been any claim by any jurisdiction to the effect that Solovision is required to qualify or otherwise be authorized to do business as a foreign corporation therein. The copies of Solovision's Articles of Incorporation, as amended to date (certified by the Secretary of State of Florida), and Solovision's Bylaws, as amended to date (certified by Solovision's Secretary), are true and complete copies of those documents as in effect on the date hereof. The minute books of Solovision contain accurate records of all meetings of its Board of Directors and all committees thereof and of its shareholders since its incorporation, and accurately reflect all transactions referred to therein.
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Samples: Agreement and Plan of Merger (Ocean Optique Distributors Inc), Agreement and Plan of Merger (Wildstein Leon), Agreement and Plan of Merger (Ovadia Family Trust)
