Existence; Qualification; Subsidiaries. Each of the Company and each Subsidiary is duly organized, validly existing and in good standing under the laws of its applicable jurisdictions of organization and has full corporate power and authority to conduct its business and own and operate its properties as now conducted, owned and operated. The copies of the Certificate of Incorporation and By-laws of the Company and all amendments thereto are attached hereto as Exhibit C, and are true, correct and complete copies of such documents. Each of the Company and each Subsidiary is licensed or qualified as a foreign corporation or company and is in good standing in all jurisdictions where it is required to be so licensed or qualified except where failure to be licensed or qualified would not have Material Adverse Effect. Schedule 4.1 lists all Subsidiaries and their respective jurisdictions of incorporation or organization. Except as set forth on Schedule 4.1, the Company has no Subsidiaries and owns no capital stock or other securities of, and has not made any other investment in, any other entity. All of the issued shares of capital stock of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all Liens other than Liens securing the Indebtedness represented by the Credit Agreement.
Existence; Qualification; Subsidiaries. Each of the Company and its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the state of its incorporation or formation and has full corporate or partnership power and authority, as the case may be, to conduct its business and own and operate its properties as now conducted, owned and operated. The copies of the Certificate of Incorporation, as amended, and By-Laws of the Company and all amendments thereto previously delivered to the Purchaser are true, correct and complete copies of such documents. The Company and each Subsidiary is licensed or qualified as a foreign corporation, partnership or limited liability company and is in good standing in all jurisdictions where such person is required to be so licensed or qualified, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect. Except as set forth on SCHEDULE 4.1, the Company has no Subsidiaries and owns no Capital Stock or other securities of, and has not made any other investment in, any other entity. All of the issued shares of Capital Stock, partnership interests or membership interests, as the case may be, of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or adverse claims.
Existence; Qualification; Subsidiaries. 10 4.2 Authorization and Enforceability; Issuance of the Securities, the Conversion Shares and the Warrant Shares....10 4.3 Capitalization...............................................11 4.4
Existence; Qualification; Subsidiaries. Grantee is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has full power and authority to conduct its business and own and operate its properties as now conducted, owned and operated.
Existence; Qualification; Subsidiaries. . . . . . . . . 7 4.2 Authorization and Enforceability; Issuance of the Securities, the Conversion Shares and the Warrant Shares. . . . . . . . . . . . . . . . . . . . . . . . 8 4.3 Capitalization. . . . . . . . . . . . . . . . . . . . . . 9 4.4
Existence; Qualification; Subsidiaries. 8 3.2 Authorization, Noncontravention and Enforceability; Issuance of Shares..................................8 3.3 Capitalization......................................................9 3.4 Private Sale; No Shareholder Approval...............................9 3.5 Litigation.........................................................10 3.6 Third-Party Approvals..............................................10 3.7
Existence; Qualification; Subsidiaries. The Company is duly organized, validly existing and in good standing under the California General Corporation Law and has full corporate power and authority to conduct its business and own and operate its properties as now conducted, owned and operated. The copies of the Articles of Incorporation and Bylaws of the Company and all amendments thereto filed by the Company with the SEC prior to the date of this Agreement are in full force and effect.
Existence; Qualification; Subsidiaries. Grantors are corporations duly organized, validly existing and in good standing under the laws of the state of Delaware. Dynegy and Dynegy Holdings have full corporate power and authority to conduct their business and own and operate their properties as now conducted, owned and operated.
Existence; Qualification; Subsidiaries. The Company 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 conduct its business and own and operate its properties as now conducted, owned and operated. The copies of the Certificate of Incorporation and By-Laws of the Company and all amendments thereto (i) have been previously delivered to the Purchaser and (ii) are true, correct and complete copies of such documents. The Company is licensed or qualified as a foreign corporation and is in good standing in all jurisdictions where it is required to be so licensed or qualified, to the extent such concepts are recognized in such jurisdictions. The Company has no Subsidiaries and, except for equity interests set forth on Schedule 4.1 that are not individually or in the aggregate material to the Company, owns no capital stock or other securities of, and has no other Investment in, any other Person.
Existence; Qualification; Subsidiaries. Enron is a corporation duly organized, validly existing and in good standing under the laws of the State of Oregon and has full corporate power and authority to conduct its business and own and operate its properties as now conducted, owned and operated. The copies of the Certificate of Incorporation and By-Laws of the Company and all amendments thereto (i) have been previously delivered to the 10 Purchaser and (ii) are true, correct and complete copies of such documents. The Company is licensed or qualified as a foreign corporation and is in good standing in all jurisdictions where it is required to be so licensed or qualified, to the extent such concepts are recognized in such jurisdictions. The Company is an indirect subsidiary of Enron.
