Organization and Qualification; Capitalization. (a) Stockholder is a corporation duly organized, validly existing and in good standing under the laws of Commonwealth and has all requisite corporate power and authority to own, lease and operate its assets and to carry on its business as currently conducted. The Company is a corporation duly organized, validly existing and in good standing under the laws of Commonwealth and has all requisite corporate power and authority to own, lease and operate its assets, and to carry on its business as currently conducted. Each Stockholder Party is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, as applicable, and has all requisite power and authority to own, lease and operate its assets and to carry on its business as currently conducted. The Company, Stockholder and each Stockholder Party is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its assets or the conduct of its business as currently conducted requires such qualification, except for failures to be so qualified or in good standing, as the case may be, that would not and have not, individually or in the aggregate, (a) materially impair or delay Stockholder’s, the Company’s or the other Stockholder Parties’, as applicable, ability to perform their respective obligations under this Agreement, the Ancillary Agreements, and the Internal Reorganization Documents and to consummate the Merger, the other Transactions and the transactions contemplated by the Internal Reorganization Documents or (b) materially and adversely affect the ability of the Companies to conduct the Business.
Organization and Qualification; Capitalization. (a) Seller is a bank duly organized, validly existing and in good standing under the laws of the State of Ohio and has all requisite corporate power and authority to own, lease and operate its assets, and, together with FTFC, to carry on the Business as currently conducted. FTFC is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio and has all requisite corporate power and authority to own, lease and operate its assets, and to carry on its business as currently conducted. Each of the Companies and FTPS Partners is, and upon its formation, CMC LLC will be, a limited liability company duly formed, validly existing and in good standing under the laws of its jurisdiction and has all requisite limited liability company power and authority to own, lease and operate its assets, and to carry on its business as currently conducted. As of the Closing, each of the Companies, FTPS Partners and CMC LLC will have all requisite limited liability company power and authority to own, lease and operate its assets, and, together with the Canadian Sub, to carry on the Business as currently conducted. Seller is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of the Transferred Assets or the conduct of the Business (other than the Canadian Sub) requires such qualification, except for failures to be so qualified or in good standing, as the case may be, that would not, individually or in the aggregate, impair or delay Seller’s or the Companies’ ability to perform their respective obligations hereunder.
Organization and Qualification; Capitalization. The Company is a duly incorporated, validly existing corporation in good standing under the Laws of the State of Delaware. The Company has all the requisite power, authority and capacity to own, lease and operate its assets and to carry on the Business as the same was and is now being conducted. The Company has delivered to the Purchaser complete and correct copies of its Organizational Documents now in effect, and the Company is not in default under or in violation of any provision of its Organizational Documents. The Company has no subsidiaries. The Shareholder holds 100% of the capital stock of the Company, and no other Person has any right to acquire any equity interest in the Company.
Organization and Qualification; Capitalization. (a) NCS is a Wisconsin corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin. NCS has the full corporate power to carry on its business as it is now being conducted.
Organization and Qualification; Capitalization. (a) Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to conduct the Business as currently conducted. Section 4.01 of the Disclosure Schedules sets forth each jurisdiction in which Seller is licensed or qualified to do business where the operation of the Business as currently conducted makes such qualification necessary, and Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Contributed Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed or qualified has not had, and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect.
Organization and Qualification; Capitalization. (a) Each of Sunlight Supply and Sunlight Garden is a corporation duly organized, validly existing and in good standing under the Laws of the State of Washington, Sunlight ULC is an unlimited liability company duly organized, validly existing and in good standing under the Laws of the province of British Columbia and each of Columbia River and IP Holdings is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Washington. Each Company has all requisite power and authority to own, license, use, lease and operate its assets and properties (including any Purchased Assets owned by Sellers) and to carry on its business as it is now being conducted. Each Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the assets and properties owned or leased by it or the operation of its business as currently conducted (including any Purchased Assets and the Business) makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, be material to the Business. Xxxxx X. Xxxxxxxxxx is the sole equity holder of Sunlight Supply and IP Holdings. The Hargreaves are the sole equity holders of Columbia River. Sunlight Supply is the sole equity holder of Sunlight Garden and Sunlight Garden is the sole equity holder of Sunlight ULC.
Organization and Qualification; Capitalization. (a) Acquiror is a corporation and is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its assets and to carry on its business as currently conducted. SiTV Media, LLC shall be a limited liability company and shall be duly organized, validly existing and in good standing under the laws of the State of Delaware and shall have all requisite limited liability company power and authority to own, lease and operate its assets and to carry on its business as currently conducted.
Organization and Qualification; Capitalization. (a) Seller is a bank duly organized, validly existing and in good standing under the laws of the State of Ohio and has all requisite corporate power and authority to own, lease and operate its assets, and to carry on the Business as currently conducted. Each of the Companies and FTPS Partners is, and upon its formation, CMC LLC will be, a limited liability company duly formed, validly existing and in good standing under the laws of its jurisdiction and has all requisite limited liability company power and authority to own, lease and operate its assets, and to carry on its business as currently conducted. As of the Closing, each of the Companies, FTPS Partners and CMC LLC will have all requisite limited liability company power and authority to own, lease and operate its assets, and to carry on the Business as currently conducted. Seller is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of the Transferred Assets or the conduct of the Business requires such qualification, except for failures to be so qualified or in good standing, as the case may be, that would not, individually or in the aggregate, impair or delay Seller’s or the Companies’ ability to perform their respective obligations hereunder.
Organization and Qualification; Capitalization. The Parent is a legal entity duly organized, validly existing and in good standing under the Laws of Delaware. The Parent is the beneficial owner of all of the issued and outstanding Equity Securities of the Buyer.
Organization and Qualification; Capitalization. (a) Buyer has been duly incorporated and is validly existing as a banking corporation in good standing under the laws of the State of Florida, with the requisite corporate power and authority to carry on its business as now being conducted, and, will have obtained any requisite regulatory approval required in order to conduct its business and the Business following the Closing, and, if necessary, has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts its business in a manner or to an extent that would require such qualification, other than such failures to be so qualified or in good standing as, individually or in the aggregate, would not reasonably be expected to have a Buyer Material Adverse Effect. Buyer is an insured depository institution pursuant to the provisions of the Federal Deposit Insurance Act, as amended, and all premiums and assessments required to be paid in connection therewith have been paid when due.
