Corporate Organization and Qualification, Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and in active status under the Laws of the State of Florida. The Company has the requisite power and authority and possesses all material Permits, easements, consents, waivers and Orders to own, lease or otherwise hold, use and operate all of its properties, rights and assets and to carry on its business as it is now being conducted. The Company is duly licensed and qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary or appropriate, except where the failure to be so duly licensed or qualified to do business or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Corporate Organization and Qualification, Subsidiaries. (a) Each of the Company Entities has been duly organized or formed and is validly existing and in active status under the Laws of its jurisdiction of organization or formation. Each of the Company Entities has the requisite limited partnership, limited liability company or corporate (as applicable) power and authority to own, lease or otherwise hold, use and operate all of its properties, rights and assets and to carry on its business as it is now being conducted, and is duly licensed and qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary or appropriate, except where the failure to have such power and authority or to be so licensed and qualified would not result in a Company Material Adverse Effect.
Corporate Organization and Qualification, Subsidiaries. The Company is a corporation duly organized and validly existing under the CBCA, each subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and each of the Company and each of its subsidiaries has the requisite corporate power and authority and any necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted. Each of the Company and each of its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary.
Corporate Organization and Qualification, Subsidiaries. (a) Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Texas. Seller has the limited liability company power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing would not have a Seller Material Adverse Effect. The Articles of Organization and Regulations of Seller, copies of which have previously been delivered to Parent, are true, accurate and complete copies of such documents as in effect as of the date of this Agreement.
Corporate Organization and Qualification, Subsidiaries. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority and all necessary licenses and permits to own and operate its properties and to carry on its business as now conducted and as presently proposed to be conducted and to enter into and carry out the terms and provisions of this Agreement and the Rights Agreement and to create, issue and sell the Preferred Stock and is duly licensed or qualified and is in good standing as a foreign corporation in each foreign jurisdiction where the nature of the business transacted by it or the nature of the property owned or leased by it makes such licensing or qualification necessary, except where the failure to have such license or permits or to be so licensed or qualified as a foreign corporation (i) would not impair the ability of the Company to perform its undertakings under and in respect of this Agreement, the Rights Agreement or the Preferred Stock and (ii) is not reasonably expected to have a material adverse effect on the business, properties or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole. Schedule II attached hereto states the name of each of the Company's Subsidiaries, its jurisdiction of incorporation and the percentage of its capital stock owned by the Company and/or its Subsidiaries.
Corporate Organization and Qualification, Subsidiaries. (a) Parent and each of its Subsidiaries is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has the requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power and authority would not have a Parent Material Adverse Effect. Each of Parent and its Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed and in good standing would not have a Parent Material Adverse Effect.
Corporate Organization and Qualification, Subsidiaries. Each of Target and Celcore International, Inc. (Delaware), a Delaware corporation, and Celcore International, Inc. (Mauritius), a Republic of Mauritius corporation (the "Target Subsidiaries"), is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own,
