Common use of Organization of Company Clause in Contracts

Organization of Company. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company is duly authorized to conduct business and is in good standing under the laws in every jurisdiction in which the ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. The Company has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on its business. The Company has no subsidiaries and does not control any entity, directly or indirectly, or have any direct or indirect equity participation in any other entity. The Sellers have delivered to the Investor true, correct and complete copies of the Articles of Incorporation and Bylaws of the Company, as amended through the date hereof.

Appears in 2 contracts

Samples: Pacv Stock Purchase Agreement (Pacific Ventures Group, Inc.), Securities Purchase Agreement (Dynasty Energy Resources, Inc.)

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Organization of Company. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of DelawareFlorida. The Company is duly authorized to conduct business and is in good standing under the laws in every jurisdiction in which the ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. The Company has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on its business. The Company has no subsidiaries and does not control any entity, directly or indirectly, or have any direct or indirect equity participation in any other entity. The Sellers have Company has delivered to the Investor true, correct and complete copies of the Articles of Incorporation and Bylaws of the Company, as amended through the date hereof.

Appears in 1 contract

Samples: Securities Purchase Agreement (Good Earth Land Sales CO)

Organization of Company. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company is duly authorized to conduct business and is in good standing under the laws in every jurisdiction in which the ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. The Company has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on its business. The Company has no subsidiaries and does not control any entity, directly or indirectly, or have any direct or indirect equity participation in any other entity. The Sellers have delivered to the Investor Buyers true, correct and complete copies of the Articles Certificate of Incorporation and Bylaws of the Company, as amended through the date hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Find the World Interactive, Inc.)

Organization of Company. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of DelawareBritish Virgin Islands. The Company is duly authorized to conduct business and is in good standing under the laws in every jurisdiction in which the ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. The Company has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on its business. The Company has no subsidiaries and does not control any entity, directly or indirectly, or have any direct or indirect equity participation in any other entity. The Sellers Shareholders have delivered to the Investor Purchaser true, correct and complete copies of the Articles of Incorporation and Bylaws of the Company, as amended through the date hereof.

Appears in 1 contract

Samples: Share Purchase Agreement (China Everhealth Corp)

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Organization of Company. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of DelawareBVI. The Company is duly authorized to conduct business and is in good standing under the laws in every jurisdiction in which the ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. The Company has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on its business. The Company has no subsidiaries and does not control any entity, directly or indirectly, or have any direct or indirect equity participation in any other entity. The Sellers Shareholders have delivered to the Investor Purchaser true, correct and complete copies of the Articles of Incorporation and Bylaws of the Company, as amended through the date hereof.

Appears in 1 contract

Samples: Share Purchase Agreement (China Logistics Inc)

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