Corporate Existence; Capitalization Sample Clauses

Corporate Existence; Capitalization. (a) Each of the Corporations (i) is duly incorporated and in good standing under the laws of its jurisdiction of incorporation, and (ii) is duly qualified and in good standing as a foreign corporation under the laws of all states where the nature and extent of the business to be transacted by it or assets to be owned by it makes such qualification necessary, except those states in which the failure to qualify or be in good standing is not reasonably likely to have a Material Adverse Effect.
Sample 1Sample 2See All (4)
Corporate Existence; Capitalization. Such Borrower and each of its Subsidiaries is a corporation duly organized and in good standing under the laws of its state of incorporation as set forth on Schedule 6.1 and is duly qualified as a foreign corporation and in good standing in the states set forth on Schedule 6.1 and any and all other states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary, except for those jurisdictions in which the failure so to qualify could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All of the outstanding capital stock of such Borrower has been duly and validly issued, and is fully paid and nonassessable. None of the shares of such Borrower has been issued in violation of, or is subject to, any preemptive or subscription rights. Except as set forth on Schedule 6.1, there are no outstanding rights, options, warrants or agreements for the purchase of, or the sale or issuance by such Borrower of, any capital stock of such Borrower or securities convertible into or exchangeable for capital stock of such Borrower as of the date hereof.
Sample 1Sample 2Sample 3
Corporate Existence; Capitalization. Holdings, the Borrower and each of its Subsidiaries: (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is formed; (b) has all requisite power, and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted; and (c) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify could reasonably be expected to have a Material Adverse Effect. The authorized capital stock of Holdings consists solely of: 65,000,000 shares of Class A Common Stock, of which 16,073,403 shares are issued and outstanding as of the date of this Agreement; 5,000,000 shares of Class B Common Stock, of which 2,560,093 shares are issued and outstanding as of the date of this Agreement; and 10,000,000 shares of preferred stock, none of which is outstanding as of the date of this Agreement. In addition, Holdings has issued warrants (for nominal exercise price) to purchase an aggregate of 5,417,912 shares of common stock and unexercised employee stock options exercisable for an aggregate of 2,526,439 shares of common stock. Except for the warrants and the employee stock options described above neither Holdings nor the Borrower has any contracts (including options and warrants) obligating either of them to issue, sell, pledge, dispose of or encumber any shares of any class of its capital stock or other equity interest or any securities convertible, exercisable or exchangeable into any class of its capital stock or other equity interests. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights affecting the capital stock or other common equity interests of Holdings or the Borrower. On a
Sample 1
Corporate Existence; Capitalization. (a) Each of Borrower and each Subsidiary: (i) is a corporation duly organized, legally existing and in good standing under the laws of the jurisdiction of its incorporation or legal existence; (ii) has all requisite corporate power, and has all material governmental permits, licenses, authorizations, consents and approvals necessary to own its Property and carry on its business as now being or as proposed to be conducted; and (iii) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify would have a Material Adverse Effect.
Sample 1
Corporate Existence; Capitalization. 8 SECTION 5.02 COMPLIANCE WITH LAWS............................................9 SECTION 5.03
Sample 1
Corporate Existence; Capitalization. (A) Borrower is a corporation duly organized and in good standing under the laws of the State of New York and is duly qualified as a foreign corporation and in good standing in all of the jurisdictions where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary, except for those jurisdictions in which the failure so to qualify would not, individually or in the aggregate, have a material adverse effect on Borrower's financial condition, results of operations or business or the ability of Borrower to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party. Without limiting the generality of the foregoing, Borrower is qualified as a foreign corporation and in good standing in each of the states set forth on Schedule 6.1.
Sample 1
Corporate Existence; Capitalization 
Sample 1Sample 2

Related to Corporate Existence; Capitalization

  • Corporate Existence, Etc Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

  • Corporate Existence So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

  • Corporate Existence and Standing Each of the Company and the Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted and where the failure to have such authority would reasonably be expected to have a Material Adverse Effect.

  • Corporate Existence and Power The Company is a corporation, duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, and has all corporate powers and authority required to own, lease and operate its properties and to carry on its business as now conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned, leased or operated by it or the nature of its activities makes qualification necessary, except where the failure to be qualified would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.

  • Separate Corporate Existence The Club Trustee shall:

  • Preservation of Corporate Existence, Etc Preserve and maintain its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Borrower shall not be required to preserve any right or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower and that the loss thereof is not disadvantageous in any material respect to the Borrower and its Subsidiaries taken as a whole or the ability of the Borrower to meet its obligations hereunder.

  • Corporate Existence and Qualification Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida; has the corporate power to own, manage, lease and hold its properties and to carry on its business as and where such properties are presently located and such business is presently conducted; and is duly qualified to do business and is in good standing as a foreign corporation in each of the jurisdictions where the character of its properties or the nature of its business requires it to be so qualified.

  • Corporate Existence and Authority The Assuming Institution (i) is duly organized, validly existing and in good standing under the laws of its Chartering Authority and has full power and authority to own and operate its properties and to conduct its business as now conducted by it, and (ii) has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Assuming Institution has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the performance of the transactions contemplated hereby.

  • Separate Existence Each of the Seller and the Servicer hereby acknowledges that the Purchasers, the Purchaser Agents and the Administrator are entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance upon the Seller’s identity as a legal entity separate from the Servicer, each Originator, Vistra and their respective other Affiliates. Therefore, from and after the date hereof, each of the Seller and the Servicer shall take all steps specifically required by this Agreement to continue the Seller’s identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of Vistra, the Servicer, each Originator, and any other Person, and is not a division of Vistra, the Servicer, the Originators, its or their respective other Affiliates or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, each of the Seller and the Servicer shall take such actions as shall be required in order to ensure each of the following until the Final Termination Date:

  • Preservation of Corporate Existence The Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.