Organization of Seller and Parent Sample Clauses

Organization of Seller and Parent. Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to conduct its business as it is presently being conducted and to own the Stock. Parent is duly organized, validly existing and in good standing under the laws of the State of New York and has full corporate power and authority to conduct its business as it is presently being conducted.
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Organization of Seller and Parent. (a) Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Nevada, and has full corporate power and authority to conduct the Business as and to the extent now conducted and to own, use or lease the Assets. Seller has no subsidiaries.
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Organization of Seller and Parent. (a) Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Nevada, and has full corporate power and authority to conduct the Business as and to the extent now conducted and to own, use or lease the Transferred Assets. Seller has no subsidiaries other than Sahara Parkville, Inc., a Missouri corporation.
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Organization of Seller and Parent. (a) Seller and Parent are each corporations duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation. Seller has the corporate power and authority to own, operate and lease the Acquired Assets and to carry on the Business as presently conducted. Parent has the corporate power and authority to own, operate and lease its assets and properties and to carry on its business as presently conducted.
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Organization of Seller and Parent. Each of Seller and Parent is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.
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Organization of Seller and Parent. Seller is a North Carolina corporation, validly existing and in good standing under the laws of the State of North Carolina. The Bank of Hampton Roads is a Virginia corporation, validly existing and in good standing under the laws of the Commonwealth of Virginia. Seller has full corporate power to carry on the Business as it is now being conducted and to own, operate and hold under lease its assets and properties as, and in the places where, such properties and assets now are owned, operated or held. Seller is qualified or licensed to do business as a foreign corporation in Virginia, and is not required to be qualified or licensed as a foreign corporation in any other jurisdiction. Seller is a direct or indirect, wholly-owned subsidiary of Parent, and there are no outstanding options, warrants or rights of any nature with respect to the purchase of the Assets or any equity interest in Seller. Seller has no subsidiaries.
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Organization of Seller and Parent. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full corporate power and authority to conduct its business as it is presently being conducted, to own and or use the properties and assets that it purports to own or use, and to perform all its obligations under its Contracts. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Illinois with full power and authority to conduct its business as it is presently being conducted, to own and or use the properties and assets that it purports to own or use, and to perform all its obligations under its Contracts. Parent is the sole member of Seller. Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction listed on Schedule 4.1, being all the jurisdictions in which the character of its properties owned or leased or the nature of its activities make such qualification necessary, other than where the failure to be so qualified would not have a Material Adverse Effect. Copies of the Organizational Documents of Seller, and all amendments thereto, heretofore delivered to Acquiror are true, accurate and complete as of the date hereof.
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Organization of Seller and Parent. Each of Seller and Parent is a corporation duly organized, validly existing and in good standing under the Laws of the States of Texas and Delaware, respectively, and has full corporate power and authority to conduct the Business as and to the extent now conducted and to own, use and lease the Seller Assets. Each of Seller and Parent is duly qualified, licensed or admitted to do business and is in good standing in all jurisdictions in which the ownership, use or leasing of its Assets and Properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary and in which the failure to be so qualified, licensed or admitted and in good standing could reasonably be expected to have an adverse effect on the validity or enforceability of this Agreement or any of the Operative Agreements to which it is a party or on the ability of Seller or Parent to perform its obligations hereunder or thereunder.
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Related to Organization of Seller and Parent

  • 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.

  • Organization of Parent and Merger Sub (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

  • The Merger Closing Effective Time 1.1. The Merger 1 1.2. Closing 2 1.3. Effective Time 2

  • Organization; Subsidiaries (a) Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Company.

  • Closing; Effective Time Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

  • Organization and Ownership of Shares of Subsidiaries; Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.

  • Reorganization of Company and Subsidiaries The existence of the Restricted Stock shall not affect in any way the right or power of Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of Company or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the shares of Restricted Stock or the rights thereof, or the dissolution or liquidation of Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

  • Closing and Effective Time Subject to the provisions of this Agreement, the parties shall hold a closing (the "Closing") on (i) the first business day on which the last of the conditions set forth in Article V to be fulfilled prior to the Closing is fulfilled or waived or (ii) at such time and place as the parties hereto may agree. Such date shall be the date of Exchange (the "Effective Time").

  • Organizational Documents of the Surviving Corporation The Company Certificate of Incorporation, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. The Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

  • Organization and Business The Company is (a) a duly organized and validly existing corporation or limited liability company, (b) in good standing under the laws of the jurisdiction of its incorporation or organization, and (c) has the power and authority, corporate or otherwise, necessary (i) to enter into and perform this Agreement and the Documents to which it is a party, and (ii) to carry on the business now conducted or proposed to be conducted by it.

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