Corporate. Do or cause to be done all things necessary to at all times (a) other than mergers solely among the Company and any of its subsidiaries, preserve, renew and keep in full force and effect its corporate existence, patents, trademarks, rights, licenses, permits and franchises, (b) comply with this Agreement, (c) maintain and preserve all of its material property used or useful in the conduct of their respective businesses, and (d) comply with all applicable laws material to its businesses, including the reporting requirements of the Securities Exchange Act of 1934, whether now in effect or hereafter enacted, promulgated or issued.
Corporate. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Corporate. Buyer shall be a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.
Corporate. (1) The Seller is a corporation duly organized, validly existing and in good standing under and by virtue of the laws of the State of New Jersey. The Seller is qualified to do business as a foreign corporation in such other states in which the ownership of its assets or the nature and conduct of its businesses requires such qualification and which are set forth in Schedule "2(a)" previously delivered to Buyer.
Corporate. Each party represents and warrants to the other that (i) it is duly organized and validly existing and in good standing under the laws of the state of its incorporation or organization, (ii) it has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (iii) it is duly authorized to execute and deliver this Agreement and duly authorized to perform the obligations hereunder; (iv) this Agreement is a legal and valid obligation of such party, binding and enforceable in accordance with its terms, (v) the execution, delivery and performance of this Agreement does not conflict with any agreement, instrument, or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law, regulation or order of any court, governmental body or administrative or other agency having jurisdiction over it.
Corporate. If the Seller is a corporation or limited liability company, it is duly organized and validly existing under the laws of its state of incorporation or formation. Seller has all requisite power and authority to enter into and perform its obligations under this Agreement and all other agreements to be executed and delivered by Seller hereunder and to consummate the transactions contemplated hereby.
Corporate. SIGNATURE TO COME SEAL SIGNATURE TO COME ------------------- 1999 ------------------- DELAWARE SECRETARY VICE CHAIRMAN OF THE BOARD OF DIRECTORS Countersigned: AMERICAN STOCK TRANSFER AND TRUST COMPANY WARRANT AGENT By: -------------------------------------- Authorized Officer The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with rights of survivorship and not as tenants in common COM PROP -- as community property UNIF GIFT MIN ACT -- Custodian ------------------------------------------ --------------------------------- (Cust) (minor) under Uniform Gifts to Minors Act ------------------------------------------ (State) UNIF TRF MIN ACT -- Custodian ------------------------------------------ --------------------------------- (Cust) (minor) under Uniform Transfers to Minors Act ------------------------------------------ (State)
Corporate. Each Ensec Company is a corporation duly organized, validly existing and in good standing under the Laws under which it was incorporated. Each Ensec Company is qualified to do business as a foreign corporation in any jurisdiction where it is required to be so qualified, except where the failure to so qualify would not have a Material Adverse Effect. The Charter Documents and bylaws of each Ensec Company (all of which have been delivered or made available to Sensec) have been duly adopted and are current, correct and complete. Each Ensec Company has all necessary corporate power and authority to own, lease and operate its part of the Ensec Assets and to carry on its part of the Ensec Business as it is now being conducted.
Corporate. Each Sentech Company is a corporation duly organized, validly existing and in good standing under the Laws under which it was incorporated. Each Sentech Company is qualified to do business as a foreign corporation in any jurisdiction where it is required to be so qualified, except where the failure to so qualify would not have a Material Adverse Effect. The Charter Documents and bylaws of each Sentech Company (all of which have been delivered or made available to Sensec and Ensec) have been duly adopted and are current, correct and complete. Each Sentech Company has all necessary corporate power and authority to own, lease and operate its part of the Sentech Assets and to carry on its part of the Sentech Business as it is now being conducted.
