Common use of Organization and Good Standing; Qualification Clause in Contracts

Organization and Good Standing; Qualification. The Company is a professional corporation duly organized, validly existing and in good standing under the laws of the State, with all requisite corporate power and authority to carry on the business in which it is engaged, to own the properties it owns, to execute and deliver this Agreement and to consummate the transactions contemplated hereby, but it is acknowledged and understood by the Parties that upon consummation of Merger, the Company will no longer be qualified as a professional corporation under the Corporation Law. The Company is not duly qualified and licensed to do business in any other jurisdiction. The Company does not have any assets, employees or offices in any state other than the State. Except as set forth on Schedule 3.1, neither the Company, the Physician nor any Professional Employee owns, directly or indirectly, any of the capital stock of any other corporation or any equity, profit sharing, participation or other interest in any corporation, partnership, joint venture or other entity that is engaged in a business that is a Competitor.

Appears in 5 contracts

Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc), Agreement and Plan of Reorganization (Vision Twenty One Inc), Agreement and Plan of Reorganization (Vision Twenty One Inc)

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Organization and Good Standing; Qualification. The Company is a professional corporation association duly organized, validly existing and in good standing under the laws of the State, with all requisite corporate power and authority to carry on the business in which it is engaged, to own the properties it owns, to execute and deliver this Agreement and to consummate the transactions contemplated hereby, but it is acknowledged and understood by the Parties that upon consummation of Merger, the Company will no longer be qualified as a professional corporation association under the Corporation Law. The Neither the Company nor the Partnership is not duly qualified and or licensed to do business in any other jurisdiction. The Neither the Company does not have nor the Partnership has any assets, employees or offices in any state other than the State. Except as set forth on Schedule 3.1, neither none of the Company, the Physician nor Physician, the Partnership or any Professional Employee owns, directly or indirectly, any of the capital stock of any other corporation or any equity, profit sharing, participation or other interest in any corporation, partnership, joint venture or other entity that is engaged in a business that is a Competitor.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)

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Organization and Good Standing; Qualification. The Company is a professional corporation duly organized, validly existing and in good standing under the laws of the State, with all requisite corporate power and authority to carry on the business in which it is engaged, to own the properties it owns, to execute and deliver this Agreement and to consummate the transactions contemplated hereby, but it is acknowledged and understood by the Parties that upon consummation of Merger, the Company will no longer be qualified as a professional corporation under the Corporation Law. The Company is not duly qualified and licensed to do business in any other jurisdiction. The Company does not have any assets, employees or offices in any state other than the State. Except as set forth on Schedule 3.1, neither the Company, the Physician Optometrist nor any Professional Employee owns, directly or indirectly, any of the capital stock of any other corporation or any equity, profit sharing, participation or other interest in any corporation, partnership, joint venture or other entity that is engaged in a business that is a Competitor.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)

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