Due Organization of Seller Sample Clauses

Due Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and corporate authority to own, lease and operate its properties and conduct its business as it is presently being conducted.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Due Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the state in which it was formed and has the requisite corporate power and authority to own and operate its business and properties and to carry on its business as such business is now being conducted and is duly qualified to do business in *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Wisconsin and in any other jurisdiction in which the transaction of its business makes such qualification necessary.
Sample 1
Due Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois, and has all necessary corporate power to own, lease and operate its properties and assets and to carry on its business as now conducted. Seller is registered with the Office of Thrift Supervision ("OTS") as a thrift holding company, and is also registered with the Commissioner as a thrift holding company under the laws of the State of Illinois. Seller is duly qualified to conduct its business and is in good standing in each jurisdiction in which the nature of the business transacted by Seller requires such qualification, except for failures to be so qualified or in good standing which would not have a material adverse effect on Seller. Seller is not qualified to do business in any jurisdiction other than Illinois. On the date hereof, Seller has authorized, issued and outstanding capital stock as follows: ----------------------- ------------------- ------------------ ------------------ ---------------- CLASS OF STOCK AUTHORIZED ISSUED OUTSTANDING TREASURY ---------------------- ------------------- ------------------ ------------------ ---------------- Common 1,000,000 369,296 249,144 118,967 ----------------------- ------------------- ------------------ ------------------ ---------------- Preferred 500,000 - 0 - - 0 - - 0 - ----------------------- ------------------- ------------------ ------------------ ---------------- All of the issued and outstanding shares of Seller Common are duly authorized, validly issued, fully paid and nonassessable. None of the issued and outstanding shares of Seller Common have been issued in violation of any preemptive rights. Other than as set forth above and as set forth in a list (the "Commitment List") that has been previously delivered by Seller and Seller Subsidiary to the MBFI Parties, there are no (nor will there be on the Effective Date) shares of any class of capital stock or equity securities of Seller outstanding (other than Seller Common), and there are no (nor will there be on the Effective Date) outstanding or existing subscriptions, options, warrants, convertible securities, preemptive rights or other agreements, commitments or obligations relating to the issuance of additional shares of any class of capital stock or other equity securities of Seller.
Sample 1
Due Organization of Seller. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California.
Sample 1
Due Organization of Seller. Each of Guarantor and Seller is a corporation duly organized, validly existing and in good standing, under the laws of the jurisdiction of its organization. Seller (i) has the requisite power and authority to own, lease and operate its properties and assets and to conduct the Business as it is now being conducted and (ii) to the extent that the concept of good standing exists in the relevant jurisdiction, is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned, leased or operated by it or the conduct of its business requires it to be so qualified, except, in each case, where the failure to be so qualified or to be in good standing would not have a material adverse affect on the Business. Complete and correct copies of the respective constituent documents of Seller, as amended to date, have been made available to Buyer. Seller has no subsidiaries.
Sample 1
Due Organization of Seller. Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation.
Sample 1

Related to Due Organization of Seller

  • Organization of Seller The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • Due Organization Such Stockholder, if a corporation or other entity, has been duly organized, is validly existing and is in good standing under the laws of the state of its formation or organization.

  • Due Organization, etc Parent is a company duly organized and validly existing under the laws of the jurisdiction of its incorporation. Parent has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Parent have been duly authorized by all necessary action on the part of Parent.

  • Organization and Qualification of Seller Seller is a corporation and has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.

  • Due Organization; Subsidiaries Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Corporations has all necessary power and authority to (a) conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Material Contracts. Each of the SafeNet Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet Corporations. Parent has delivered or made available to the Company accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet Corporations, including all amendments thereto (collectively, the “Parent Organization Documents”). Parent has no Subsidiaries, except for the corporations identified in Schedule 3.1 of the Parent Disclosure Schedule. Parent and each of its Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule are collectively referred to herein as the “SafeNet Corporations”. None of the SafeNet Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet Corporations’ interests in their Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule.

  • Due Organization and Qualification; Subsidiaries (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

  • Due Organization and Power Each Security Party is duly formed and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation, has full power to carry on its business as now being conducted and to enter into and perform its obligations under this Agreement, the Note and the Security Documents to which it is a party, and has complied with all statutory, regulatory and other requirements relative to such business and such agreements;

  • Due Organization and Good Standing Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser is qualified to transact business in each jurisdiction in which such qualification is deemed necessary.

  • Due Organization and Qualification Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, 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.

  • Due Organization; Subsidiaries; Etc (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts.

Time is Money Join Law Insider Premium to draft better contracts faster.