Corporate Matters; No Conflict. Each of Parent and Subsidiary is a corporation duly organized, validly existing and in good standing under the Laws of the state where it was incorporated. Each of Parent and Subsidiary has the authority and power, corporate or otherwise, to carry on all business activities in the places and in the manner currently conducted by it. Each of Parent and Subsidiary has the corporate power and authority to enter into this Agreement and the Ancillary Agreements to be executed and delivered by it, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the Ancillary Agreements by each of Parent and Subsidiary have been approved by all necessary corporate action. This Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary constitute, or in the case of the Ancillary Agreements, upon their execution and delivery by each of Parent and Subsidiary, as applicable, will constitute, valid and legally binding obligations of each of Parent and Subsidiary, enforceable against each in accordance with the respective terms except as such enforceability may be limited by bankruptcy and other Laws generally affecting the rights of creditors, and general principles of equity. The execution, delivery and performance of this Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary, as applicable, the consummation of the transactions contemplated hereby, and the compliance herewith: (i) do not, and will not violate, conflict with or result in the breach of, or default under, any term, condition or provision of, give rise to any right to terminate, cancel, modify, accelerate or otherwise change the existing rights or obligations of such party with respect to, (A) any Laws which are applicable to each of Parent and Subsidiary, the Business and/or the Purchased Assets, (B) any Order which is applicable to each of Parent and Subsidiary, the Business and/or the Purchased Assets, (C) the charter documents of each of Parent and Subsidiary or any securities issued by Parent or Subsidiary, or (D) Authorization of any Governmental Authority, or any material agreement, or other material instrument, document or understanding, oral or written, to which Parent or Subsidiary is a party, by which Parent or Subsidiary may have rights or by which any of the Purchased Assets may be bound or affected. No Authorization or other action of, or registration...
Corporate Matters; No Conflict. Buyer is a wholly owned subsidiary of Sage Networks, Inc. ("Parent"). Each of the Buyer and Parent is duly incorporated, validly existing and in good standing under the laws of the State of Delaware, is in good standing in each other jurisdiction in which it is doing business, except where failure to be in good standing would not have a material adverse effect on the business of Buyer or Parent, and has the corporate power to enter into this Agreement, to perform its obligations hereunder and to conduct its business as currently conducted. The execution, delivery and performance of this Agreement and the transactions contemplated hereby (and thereby) by the Buyer and Parent, respectively, will not (a) conflict with or violate the provisions of any applicable law, rule or order or the Buyer's or the Parent's respective Certificate of Incorporation or by-laws, (b) conflict with or constitute a default under any agreement or contract by which the Buyer or Parent is bound or (c) require the consent or approval of, or filing with, any governmental body or third party. The execution, delivery and performance by the Buyer of this Agreement has been authorized and approved by all requisite corporate action on the part of the Buyer.
Corporate Matters; No Conflict. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and the State of Georgia. The fact that the Company has not qualified to do business in any other state has not had a material adverse effect on the Business. The Company maintains offices relating to the Business only at the site(s) listed on Exhibit A and has no operations other than from those site(s). The Company has the corporate power to enter into this Agreement, to perform its obligations hereunder and to conduct its business as currently conducted. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by the Company will not (i) conflict with or violate, in any material respect, the provisions of any applicable law (including, without limitation, any bulk sales laws), rule or order, (ii) conflict with or violate the Articles or Certificate of Incorporation, by-laws or any other organizational or governing documents of the Company, (iii) in any material respect, conflict with or constitute a default under any agreement or contract by which the Company is bound or (iii) require the consent or approval of, or filing with, any governmental body or third party except as set forth on Exhibit C-5. The execution, delivery and performance by the Company of this Agreement has been duly authorized and approved by all requisite corporate action on the part of the Company. Set forth on Exhibit B is a list of officers and directors of the Company, all trade names used by the Business and all jurisdictions in which the Business is conducted. This Agreement and the consummation of the transactions contemplated hereby have been approved by the board of directors of the Company, and the authorized officers of the Company named on Exhibit A are authorized and empowered by the Company to execute and deliver this Agreement in the name and on behalf of the Company. This Agreement and the consummation of the transactions contemplated hereby do not require any approval by the shareholders of the Company.
Corporate Matters; No Conflict. Each of Merger Sub and Sage is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each of Merger Sub and Sage is in good standing in each other jurisdiction in which it is doing business, except where failure to be in good standing would not have a material adverse effect on the business of Merger Sub or Sage and each has the corporate power to enter into this Agreement, to perform its obligations hereunder and to conduct its business as currently conducted. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by Merger Sub and Sage, respectively, will not (i) conflict with or violate the provisions of any applicable law, rule or order or Merger Sub's or Sage's respective organizational documents or By-laws, (ii) conflict with or constitute a default under any agreement or contract by which Merger Sub or Sage or any of their respective assets is bound or (iii) require the consent or approval of, or filing with, any governmental body or third party. On the Closing Date, the execution, delivery and performance by Merger Sub and Sage, respectively, of this Agreement will have been authorized and approved by all requisite corporate action on the part of Merger Sub and Sage and this Agreement will be enforceable against Sage and Merger Sub in accordance with its terms.
Corporate Matters; No Conflict. The Buyer is duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer is in good standing in each other jurisdiction in which it is doing business, except where failure to be in good standing would not have a material adverse effect on the business of Buyer and has the corporate power to enter into this Agreement, to perform its obligations hereunder and to conduct its business as currently conducted. The execution, delivery and performance of this Agreement and the transactions contemplated hereby (and thereby) by the Buyer will not (a) conflict with or violate the provisions of any applicable law, rule or order or the Buyer's Certificate of Incorporation or by-laws, (b) conflict with or constitute a default under any agreement or contract by which the Buyer is bound or (c) require the consent or approval of, or filing with, any governmental body or third party. The execution, delivery and performance by the Buyer of this Agreement has been authorized and approved by all requisite corporate action on the part of the Buyer.
Corporate Matters; No Conflict. Buyer is a wholly owned subsidiary of Sage Networks, Inc. ("Parent"). Each of the Buyer and Parent is duly incorporated and validly existing in good standing under the laws of the State of Delaware, is in good standing in each other jurisdiction in which it is doing business, except where failure to be in good standing would not have a material adverse effect on the business of Buyer or Parent, and has the corporate power to enter into this Agreement (and as to the Parent only, the Employment Agreement (hereinafter defined)), to perform its obligations hereunder (and as to the Parent only, the Employment Agreement) and to conduct its business as currently conducted. The execution, delivery and performance of this Agreement (and as to the Parent only, the Employment Agreement) and the transactions contemplated hereby (and thereby) by the Buyer and Parent, respectively, will not (a) conflict with or violate the provisions of any applicable law, rule or order or the Buyer's or the Parent's respective Certificate of Incorporation or by-laws, (b) conflict with or constitute a default under any agreement or contract by which the Buyer or Parent is bound or (c) require the consent or approval of, or filing with, any governmental body or third party. The execution, delivery and performance by the Buyer of this Agreement (and Parent to the extent as set forth in Article II, Section 2, Paragraph (E) herein) has been authorized and approved by all requisite corporate action on the part of the Buyer and Parent.
Corporate Matters; No Conflict. Optimum is duly formed, organized or incorporated and is validly existing in good standing under the laws the State of Georgia, is in good standing in the State of Georgia and each other jurisdiction in which it is doing business, except where failure to be qualified or be in good standing would not have a material adverse effect on the business of Optimum, and has the corporate power to enter into this Agreement, to perform its obligations hereunder and to conduct its business as currently conducted. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by Optimum will not (i) conflict with or violate the provisions of any applicable law (including, without limitation, any bulk sales laws), rule or order of Optimum's Articles or Certificate of Incorporation, by-laws and any other organizational or governing documents of Optimum, (ii) conflict with or constitute a default under any agreement or contract by which Optimum is bound or (iii) require the consent or approval of, or filing with, any governmental body or third party. The execution, delivery and performance by the Company and Optimum of this Agreement has been authorized and approved by all requisite corporate action on the part of the Company and Optimum. As of the date hereof, Optimum is the sole beneficial or record owner of all of the issued and outstanding shares of capital stock of the Company. As the sole shareholder of the Company, Optimum has approved this Agreement and the consummation of the transactions contemplated hereby.
Corporate Matters; No Conflict. The Buyer is duly incorporated, ------------------------------ validly existing and in good standing under the laws of the State of Delaware and is a wholly-owned subsidiary of the Parent formed for the purpose of this transaction and the Merger and has not engaged in any business activities of any type or kind whatsoever. The execution, delivery and performance of this Agreement and the transactions contemplated hereby (and thereby) by the Buyer will not (a) conflict with or violate the provisions of any applicable law, rule, order, writ, judgment, injunction, decree, governmental permit, determination or award having applicability to the Buyer or the Buyer's Certificate of Incorporation or by-laws, or (b) require the consent or approval of, or filing with, any governmental body or third party. The execution, delivery and performance by the Buyer of this Agreement and any other agreements contemplated herein has been authorized and approved by all requisite corporate action on the part of the Buyer and no other corporate or other approval or authorization is required on the part of the Buyer or its shareholders or any other person by law or otherwise in order to make this Agreement the valid, binding and enforceable obligations of the Buyer. This Agreement and any other agreements contemplated herein to which the Buyer is a party is the valid, binding and enforceable obligation of the Buyer, enforceable against the Buyer in accordance with its respective terms, subject to applicable bankruptcy, insolvency, moratorium and other similar laws affecting generally the enforcement of creditors rights. The Buyer has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and under all other agreements and instruments executed and delivered by the Buyer pursuant to or in connection with this Agreement.
Corporate Matters; No Conflict. (a) Seller is a corporation duly and validly organized and existing in good standing under the Laws of the State of Minnesota, and has full corporate power to own its assets, to carry on the Business as it is now being conducted by Seller, and to consummate the transactions contemplated hereby and convey the Subject Assets to Purchaser pursuant to this Agreement. ZCO is a corporation validly existing under the Laws of the State of Wisconsin. Seller is not qualified to do business as a foreign corporation in any jurisdiction other than the States of Illinois and Wisconsin. To the knowledge of Seller and ZCO, the failure to qualify as a foreign corporation anywhere Seller conducts business has not had and could not reasonably be expected to have a Material Adverse Effect.
Corporate Matters; No Conflict. (a) Purchaser is a corporation validly existing under the Laws of the State of Wisconsin. Purchaser has the corporate power and authority to enter into this Agreement and the Ancillary Documents to be executed by it and to consummate the transactions contemplated hereby.
