Organization of Certain Sellers Sample Clauses

Organization of Certain Sellers. If the Seller is a corporation, the Seller is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.
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Organization of Certain Sellers. If the Seller is a trust, the Seller is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization.
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Organization of Certain Sellers. If Seller is a corporation, partnership or trust, such Seller is duly organized, validly existing, and in good standing under the laws of the jurisdiction governing it, with all requisite power and authority to own, operate and * Selected portions have been deleted as confidential pursuant to Rule 24b-2. Complete copies of the entire exhibit have been filed separately with the Securities and Exchange Commission and marked "CONFIDENTIAL TREATMENT." lease its properties and to carry on its business as it is now being conducted, and is qualified or licensed to do business and is in good standing in each jurisdiction set forth in Section 3(a) of the Disclosure Schedule, which are all of the jurisdictions in which the failure to be so qualified or licensed could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
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Organization of Certain Sellers. (a) IR is a company duly organized, validly existing and in good standing under the laws of Bermuda. IR has all requisite corporate power and authority to own its assets and to carry on its business as now being conducted and is duly qualified or licensed to do business and is in good standing in the jurisdictions in which the ownership of its property or the conduct of its business requires such qualification or license, except jurisdictions in which the failure to be so qualified or licensed would not have or reasonably be expected to have, individually or in the aggregate, a material adverse effect on the abilities of the Sellers to consummate the transactions contemplated by this Agreement and the Transaction Agreements to which such Seller is a party.
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Organization of Certain Sellers. Xxxxxxx is a partnership, duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation and duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification would not have a material adverse effect on the financial condition of Xxxxxxx taken as a whole.
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Organization of Certain Sellers. IFS is a corporation duly organized, validly existing, and in good standing under the laws of Sweden.
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Organization of Certain Sellers. Laser Midstream II is a limited partnership duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation (or other formation). Laser GP is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Texas. Laser Gas is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware.
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Organization of Certain Sellers. If the Seller is a trust, the -------------------------------- Seller is validly existing under the trust and fiduciary laws of the State of Georgia.
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Organization of Certain Sellers. X. X. Xxxxxxxx Property Company, Ltd. is a duly organized and validly existing limited partnership under the laws of Texas. CCR Investors, Inc., a Delaware corporation, has a 1% partnership interest as a general partner, and a 98% partnership interest as a limited partner in X.X. Xxxxxxxx Property Company, Ltd. C. Xxxxxxx Xxxxxxxx has a 1% partnership interest as a general partner in X.X. Xxxxxxxx Property Company, Ltd. The C. Xxxxxxx Xxxxxxxx Intervivos Irrevocable Trust owns 100% of CCR Investors, Inc. The Trust was duly and validly executed under that certain Xxxxxxxx Charitable Remainder Unitrust Trust Agreement dated October 5, 2006, by and between Xxxxxxx Xxxxxxx Xxxxxxxx, as settlor, and Xxxxxxx Xxxxxxx Xxxxxxxx, as trustee. Xxxxxxx Xxxxxxx Xxxxxxxx serves as trustee of the Trust.
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Related to Organization of Certain Sellers

  • Affiliation of Certain FINRA Members The Purchaser is neither a person associated nor affiliated with any underwriter of the IPO or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO.

  • Notification of Certain Matters From the date hereof through the ------------------------------- Closing, Buyer or Parent shall give prompt notice to Seller and the Company of (a) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of the Buyer or Parent contained in this Agreement or in any exhibit or schedule hereto to be untrue or inaccurate in any material respect and (b) any failure of Buyer or Parent to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or any exhibit or schedule hereto; provided, however, that such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition. From the date hereof through the Closing, Seller and the Company shall give prompt notice to Buyer or Parent of (a) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of the Seller or Company contained in this Agreement or in any exhibit or schedule hereto to be untrue or inaccurate in any material respect and (b) any failure of Seller or Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or any exhibit or schedule hereto; provided, however, that such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition.

  • Notification of Certain Events Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize:

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

  • Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction.

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).

  • Cancellation of Certain Shares Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Exclusion of Certain Warrants The Company agrees that the redemption rights provided in Section 6.1 shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.1. The Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants and shall become Public Warrants under this Agreement.

  • VALUATION OF CERTAIN QUALIFIED FINANCIAL CONTRACTS A. Scope Interest Rate Contracts - All interest rate swaps, forward rate agreements, interest rate futures, caps, collars and floors, whether purchased or written. Option Contracts - All put and call option contracts, whether purchased or written, on marketable securities, financial futures, foreign currencies, foreign exchange or foreign exchange futures contracts. Foreign Exchange Contracts - All contracts for future purchase or sale of foreign currencies, foreign currency or cross currency swap contracts, or foreign exchange futures contracts.

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