Corporate Matters; No Conflict. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state where it was incorporated. Buyer 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. Buyer 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 Buyer have been approved by all necessary corporate action. This Agreement and the Ancillary Agreements to be executed and delivered by Buyer constitute, or in the case of the Ancillary Agreements, upon their execution and delivery by Buyer, will constitute, valid and legally binding obligations of Buyer, enforceable against it in accordance with their 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 Buyer, the consummation of the transactions contemplated hereby, and the compliance herewith, by Buyer: (i) does 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 is applicable to Buyer, (b) Order which is applicable to Buyer, (c) the charter documents of Buyer or any securities issued by Buyer, or (d) any Authorization of any Governmental Authority, or any agreement, or other instrument, document or understanding, oral or written, to which Buyer is a party. No Authorization or other action of, or registration, declaration, recording or filing with, any Governmental Authority or other person is required in connection with the execution and delivery of this Agreement and/or any Ancillary Agreement to be executed and delivered pursuant hereto by Buyer and/or the consummation by Buyer of the transactions contemplated hereby.
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. 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. 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. 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. The Merger Subsidiary represents ------------------------------ and warrants to the Shareholders as follows: The Merger Subsidiary is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is a wholly-owned first tier subsidiary of Parent. The Merger Subsidiary upon the filing of a qualification certificate to do business in Massachusetts after the Closing Date, will be 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 the Merger Subsidiary 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 Merger Subsidiary will not (a) conflict with or violate the provisions of any applicable law, rule or order or the Merger Subsidiary's Certificate of Incorporation or by-laws, (b) conflict with or constitute a default under any agreement or contract by which the Merger Subsidiary 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 Merger Subsidiary of this Agreement has been authorized and approved by all requisite corporate action on the part of the Merger Subsidiary
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 Company is duly formed, organized, incorporated, is validly existing and in good standing under the laws of its state of incorporation as set forth in Exhibit A, maintains offices only at the sites listed on Exhibit A
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.
