Corporate Organization; Authorization. (a) Each of Nextel and Merger Sub has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own or lease its properties and to conduct its business as it is now being conducted.
Corporate Organization; Authorization. (a) MCCAC has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Iowa and has the corporate power and authority to own or lease its properties and to conduct its business as it is now being conducted.
Corporate Organization; Authorization. The Company is duly incorporated, validly existing and in good standing as a corporation under the laws of the State of Montana and has full corporate power and authority to enter into this Agreement and to issue and sell the Securities, including the shares of Common Stock issuable upon exercise or conversion of the Warrant. This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms.
Corporate Organization; Authorization. (a) The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all corporate requisite power and authority to carry on its business as now conducted and to own or lease its properties and assets. The Company is duly qualified or licensed to do business as a foreign company in good standing in each state of the United States and in each foreign jurisdiction in which the conduct of its business or the ownership or leasing of its properties require such qualification.
Corporate Organization; Authorization. The Company is duly incorporated, validly existing and in good standing as a corporation under the laws of the State of Washington and has full corporate power and corporate authority to conduct all of the activities conducted by it as contemplated by this Agreement. This Agreement has been duly authorized, executed, and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms.
Corporate Organization; Authorization. (a) The Company is duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business as now conducted and to own or lease its property and assets. The Company is duly qualified or licensed to do business as a foreign company in good standing in each state and territory of the United States and in each foreign jurisdiction (i) listed in Schedule 3.1(a), and (ii) in which the conduct of its business or the ownership or leasing of its property require such qualification, other than jurisdictions in which the failure to so qualify would not reasonably be expected to have a Material Adverse Effect.
Corporate Organization; Authorization. (a) The Company and the Subsidiaries are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and have all requisite corporate power and authority to carry on their respective businesses as now conducted and to own or lease and operate their respective property and assets. The Company and the Subsidiaries are duly qualified or licensed to do business as foreign companies in good standing in each state of the United States and in each foreign jurisdiction in which the conduct of their respective businesses or the ownership or leasing of their respective property require such qualification, except where such noncompliance would not have a Material Adverse Effect. Schedule 3.1 correctly lists with respect to the Company and the Subsidiaries its jurisdiction of incorporation, each jurisdiction in which it is qualified to do business as a foreign corporation and its respective directors and executive officers. The Company has delivered to the Buyer complete and correct copies of the respective charters and bylaws of the Company and the Subsidiaries as now in effect.
Corporate Organization; Authorization. (a) As of the Closing Date, the Company will have all requisite power and authority to execute and deliver this Agreement and all agreements, documents and instruments executed and delivered by the Company in connection with the transactions contemplated by this Agreement (the "Company Ancillary Agreements") and to fully perform its obligations hereunder and thereunder, and the execution and delivery of this Agreement and the Company Ancillary Agreements by the Company and the Company's performance of the transactions contemplated herein and therein will have been duly authorized by all requisite corporate and shareholder action. As of the date of this Agreement, (i) the Company has the corporate power and authority to execute and deliver this Agreement and the Company Ancillary Agreements contemplated to be executed on the date of this Agreement, and (ii) subject only to those obligations and transactions contemplated hereby and thereby which require shareholder approval, the obligations and transactions contemplated hereby and thereby have been authorized by all requisite corporate action. The Board of Directors of Company has, as of the date of this Agreement, determined unanimously that this Agreement and the Merger is fair to, and in the best interests of, the Company and its Shareholders, and has resolved to recommend that the Shareholders of the Company approve this Agreement. Company has received an opinion from Piper Jaffray Inc. to the effect xxxx xx xx xxe date hereof, the consideration to be received by Company shareholders in the Merger is fair from a financial point of view and will deliver to Parent a copy of such written opinion.
Corporate Organization; Authorization. The Placement Agent is a Swiss limited company, duly organized, validly existing, and in good standing under the laws of Switzerland, and has full power and authority to conduct all of the activities to be conducted by it as contemplated by this Agreement. This Agreement has been duly authorized, executed, and delivered by the Placement Agent and constitutes a valid and binding agreement of the Placement Agent enforceable in accordance with its terms.
Corporate Organization; Authorization. (a) The Company and the Subsidiary are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and have all requisite corporate power and authority to carry on their respective businesses as now conducted and to own or lease and operate their respective property and assets. The Company and the Subsidiary are duly qualified or licensed to do business as foreign companies in good standing in materially all of the states of the United States and in each foreign jurisdiction in which the conduct of their respective businesses or the ownership or leasing of their respective property require such qualification. Schedule 3.1 correctly lists with respect to the Company and the Subsidiary its ------------ jurisdiction of incorporation, each jurisdiction in which it is qualified to do business as a foreign corporation and its respective directors and executive officers. Sellers have delivered to Buyer complete and correct copies of the respective charters and bylaws of the Company and the Subsidiary as now in effect.
