Organization of the Company and its Subsidiaries. Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (which is identified in Section 3.1 of the Disclosure Schedule), and the Company has all requisite power and authority to enter into this Agreement and the agreements contemplated by this Agreement to be entered into by it at Closing (collectively with the Employment Agreements and the Noncompetition Agreements, “Company Constituent Agreements”) and to consummate the transactions contemplated hereby, and the Company and each of its Subsidiaries has all requisite power and authority to own, lease and operate its properties and to conduct its business as presently conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the business conducted by it makes such qualification necessary (which jurisdictions are identified in Section 3.1 of the Disclosure Schedule), except where the failure to obtain such qualification or license would not, individually or in the aggregate, have a Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement and the other Company Constituent Agreements, as applicable, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and applicable equitable principles (whether considered in a proceeding at law or in equity). Each other Company Constituent Agreement will be duly executed and delivered by the Company, as applicable, and will constitute a valid and binding obligation of the Company, as applicable, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and applicable equitable principles (whether considered in a proceeding at law or in equity). The Company has made available to Buyer true and complete copies of t...
Organization of the Company and its Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Kansas and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except where the failure to be so would not, individually or in the aggregate, have a Company Material Adverse Effect. For the purposes of this Agreement, “
Organization of the Company and its Subsidiaries. The Company and each of its Subsidiaries is a corporation or limited liability company (as the case may be) duly organized or formed (as applicable), validly existing and in good standing (to the extent such concept is applicable) under the Laws (as defined below) of its jurisdiction of organization or formation (as applicable), and has full corporate or limited liability company (as applicable) power and authority to conduct its business as it is now conducted. The Company and each of its Subsidiaries is duly qualified or registered to do business as a foreign corporation or limited liability company (as the case may be) and is in good standing (to the extent such concept is applicable) under the Laws of each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification or registration, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to result in a conflict with or a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, which would reasonably be expected to have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations of the Company (a “Material Adverse Effect”).
Organization of the Company and its Subsidiaries. Each of the Company and its Subsidiaries is duly incorporated and organized, and is validly existing and up-to-date in the filing of all corporate and similar returns, under the laws of each respective jurisdiction in which it is organized. Each of the Company and its Subsidiaries is duly authorized, qualified or licensed to do business and in good standing in each respective jurisdiction in which it does business, except where the failure to be so authorized, qualified, licensed and in good standing would not have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries has the corporate power and capacity to own its assets and to carry on its respective business as it is currently being conducted. Seller has provided to Buyer a complete and correct copy of the Memorandum and Articles of Association or other organizational documents of each of the Company and its Subsidiaries and the corporate records and minute books of each of the Company and its Subsidiaries, as the case may be, as in effect as of the Closing. The share certificate book, register of shareholders, register of transfers and register of directors of each of the Company and its Subsidiaries is complete and accurate.
Organization of the Company and its Subsidiaries. The Company is duly organized, validly existing as a corporation and in good standing under the laws of its jurisdiction of organization. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization. Each of the Company and its subsidiaries are, and will be, duly licensed or qualified as a foreign corporation for transaction of business and in good standing under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such license or qualification, and has all corporate power and authority necessary to own or hold its properties and to conduct its business as described in the Registration Statement and the Prospectus, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on or affecting the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company or prevent or materially interfere with consummation of the transactions contemplated hereby (a “Material Adverse Effect”).
Organization of the Company and its Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and corporate authority to carry on its business as it is currently conducted and to own, lease and operate its properties where such properties are now owned, leased or operated. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization set forth in Section 3.1 of the Disclosure Letter and has all requisite organizational power and authority to carry on its respective business as it is currently conducted and to own, lease and operate its properties where such properties are now owned, leased or operated. The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or license necessary, except in such jurisdictions where the failure to be so duly qualified or licensed or be in good standing, individually or in the aggregate, would not have a Company Material Adverse Effect. The Company has provided to or otherwise made available to the Buyer a correct and complete copy of the Company Charter and the bylaws of the Company and a copy of the charter documents of each of its Subsidiaries, as currently in effect, and neither the Company nor any of its Subsidiaries is in violation of any provision of its charter documents.
Organization of the Company and its Subsidiaries. The ------------------------------------------------ Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization and has all the requisite corporate power and authority to carry on its respective business as now being conducted and to own, lease, use and operate the respective properties owned and used by it. The Company and each of its Subsidiaries is qualified and in good standing to do business in each jurisdiction in which the nature of its respective business requires it to be so qualified, except to the extent the failure to be so qualified has not had, and would not reasonably be expected to have, a Material Adverse Effect. The term "Material Adverse Effect" means a material adverse effect on the business, prospects, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole.
Organization of the Company and its Subsidiaries. (j) Each of the Company and its Subsidiaries is a corporation, partnership or limited liability company, as applicable, duly organized, validly existing and in good standing under the Law of the jurisdiction of its organization and has all requisite power and authority and all necessary governmental approvals to own, lease, franchise, manage and operate its properties, rights and assets and to carry on its business as it is now being conducted. Each of the Company and the Subsidiaries is duly qualified or licensed as a foreign limited liability company, corporation or partnership, as applicable, to do business, and is in good standing, in each jurisdiction where the character of the properties, rights and assets owned, leased, franchised, managed or operated by it or the nature of its business makes such qualification or licensing necessary except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, (a) prevent or materially delay Seller from performing its obligations under, and consummating the transactions contemplated by, this Agreement or (b) reasonably be expected to have a Material Adverse Effect.
Organization of the Company and its Subsidiaries. (i) The Company is a corporation duly organized, validly existing, and subsisting under the laws of the Commonwealth of Pennsylvania and is duly qualified to conduct business in every jurisdiction where such qualification is required, except where the failure to be so qualified would not materially affect the Business. The jurisdictions in which the Company is currently qualified are set forth on Section 3(a)(i) of the Company Disclosure Schedule. Xxxx is the record and beneficial owner of 84.32% of the issued and outstanding capital stock of the Company. Xxxxxx X. Xxxx Irrevocable Trust No. 1 is the record and beneficial owner of 7.84% of the issued and outstanding capital stock of the Company. Xxxxxx X. Xxxx Irrevocable Trust No. 2 is the record and beneficial owner of 7.84% of the issued and outstanding capital stock of the Company.
Organization of the Company and its Subsidiaries. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization and the Company has the requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement and the Merger by the shareholders in accordance with the IBCL and Section 7.1 hereof and the filing and recordation of the appropriate documents under the IBCL).
