Xxxxxxxxxxxn and Standing Sample Clauses

Xxxxxxxxxxxn and Standing. Alico is a corporation duly organized, validly existing and in good standing (i. e., its status is "active") under the laws of the State of Florida. Alico is not qualified or licensed to do business (and is not required to be so qualified or licensed) as a foreign corporation in any other jurisdiction except such jurisdictions, if any, in which the failure to be so qualified or licensed will not have a material adverse effect on the conduct of its business or the ownership or use of any of its properties or assets. Attached hereto as cumulative Exhibit C are correct and complete copies of Alico's Articles of Incorporation (including any and all amendments thereto) and Bylaws (amended and restated to November 16, 1999) in effect as of the date of this Separation Agreement. Article 9 of the Articles of Incorporation of Alico, Inc. was duly and properly approved by the Board of Directors of Alico at a meeting held on July 11, 1988 and subsequently duly and properly approved by the shareholders of Alico at a meeting held on December 27, 1988, and was further formalized by the filing of an amendment to the Articles of Incorporation of Alico, Inc. with the Secretary of State of the State of Florida on December 30, 1988. Said Article 9 has not been amended or modified, and has been in full force and effect, since December 30, 1988. Further, Article XXIII of the Bylaws of Alico, Inc. was added to the Bylaws of Alico by an amendment to the Bylaws duly and properly approved by the Board of Directors of Alico at a meeting held on July 11, 1988, and has not been amended or modified, and has been in full force and effect, since July 11, 1988.
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Related to Xxxxxxxxxxxn and Standing

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