Corporate. Each Ensec Company is a corporation duly organized, validly existing and in good standing under the Laws under which it was incorporated. Each Ensec Company is qualified to do business as a foreign corporation in any jurisdiction where it is required to be so qualified, except where the failure to so qualify would not have a Material Adverse Effect. The Charter Documents and bylaws of each Ensec Company (all of which have been delivered or made available to Sensec) have been duly adopted and are current, correct and complete. Each Ensec Company has all necessary corporate power and authority to own, lease and operate its part of the Ensec Assets and to carry on its part of the Ensec Business as it is now being conducted.
Corporate. Purchaser is a corporation duly organized, validly --------- existing and in good standing under the laws of the State of California. Purchaser has all requisite corporate power to enter into this Agreement and the other documents and instruments to be executed and delivered by Purchaser and to carry out the transactions contemplated hereby and thereby.
Corporate. Do or cause to be done all things necessary to at all times (a) other than mergers solely among the Company and any of its subsidiaries, preserve, renew and keep in full force and effect its corporate existence, patents, trademarks, rights, licenses, permits and franchises, (b) comply with this Agreement, (c) maintain and preserve all of its material property used or useful in the conduct of their respective businesses, and (d) comply with all applicable laws material to its businesses, including the reporting requirements of the Securities Exchange Act of 1934, whether now in effect or hereafter enacted, promulgated or issued.
Corporate. STATUS Borrower is a corporation validly existing and in good standing under the laws of the state of its incorporation; and is qualified and licensed to do business and is in good standing in any state in which the conduct of its business or its ownership of property requires that it be so qualified or licensed, and has the power and authority (corporate and otherwise) to execute and carry out the terms of the Loan Documents to which it is a party, to own its assets and to carry on its business as currently conducted.
Corporate. Corporate costs during the second quarter of 2000 of $4.0 million and the first six months of 2000 of $7.5 million were generally comparable to the same periods in the prior year, and represent the sum of the separate corporate operations of National Oilwell and IRI prior to the merger. Significant combination benefits in this area will result from the merger, and ongoing corporate costs are projected at approximately $2 million per quarter after the merger is fully implemented. Interest Expense Interest expense increased during the three months and six months ended June 30, 2000 as compared to the prior year due to higher levels of debt incurred in connection with acquisitions made subsequent to June 30, 1999. LIQUIDITY AND CAPITAL RESOURCES At June 30, 2000, the Company had working capital of $451 million, virtually unchanged from December 31, 1999. Significant increases in accounts receivable and inventory of $41 million and $17 million were partially offset by an increase in accounts payable of $28 million. Cash and equivalents was reduced $24 million and $15 million of marketable securities liquidated to repay outstanding debt. Total capital expenditures were $11 million during the first six months of 2000 compared to $9 million in the first half of 1999. Enhancements to information and inventory control systems represent a large portion of these capital expenditures. The Company believes it has sufficient existing manufacturing capacity to meet currently anticipated demand for its products and services. The Company has a five-year unsecured $125 million revolving credit facility which is available for acquisitions and general corporate purposes. The credit facility provides for interest at prime or LIBOR plus 0.625%, subject to adjustment based on the Company's Capitalization Ratio, as defined. The credit facility contains financial covenants and ratios regarding minimum tangible net worth, maximum debt to capital and minimum interest coverage. The Company believes that cash generated from operations and amounts available under the credit facility will be sufficient to fund operations, working capital needs, capital expenditure requirements and financing obligations. The Company intends to pursue acquisition candidates, but the timing, size or success of any acquisition effort and the related potential capital commitments cannot be predicted. The Company expects to fund future cash acquisitions primarily with cash flow from operations and borrowings,...
Corporate. (1) The Seller is a corporation duly organized, validly existing and in good standing under and by virtue of the laws of the State of New Jersey. The Seller is qualified to do business as a foreign corporation in such other states in which the ownership of its assets or the nature and conduct of its businesses requires such qualification and which are set forth in Schedule "2(a)" previously delivered to Buyer.
Corporate. (a) Company is a corporation duly organized, validly existing and in good standing under the laws of Minnesota and is qualified to conduct business in all other jurisdictions in which the character of its assets and the nature of its business requires it to be qualified to do business and in which the failure to be so qualified could have a materially adverse effect on its business, operations, prospects, assets or financial condition.
Corporate. (a) Old Lorus is a corporation duly incorporated, organized and subsisting under the laws of Canada with the corporate power to own its assets and to carry on its business as currently conducted and has made all material filings under all applicable corporate, securities and taxation laws and any other Applicable Laws.
Corporate. Each Buyer Party is a corporation duly organized, validly existing and in good standing under the laws under which such entity was incorporated. Each Buyer Party is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which it does business as of the date hereof where it is required to be so qualified, except where the failure to so qualify could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Charter Documents of each Buyer Party that have been delivered to the Parent have been duly adopted and are current, correct and complete. Each Buyer Party has all necessary power and authority to own, lease and operate the material assets, owned or leased by it.