Organization Predecessors Sample Clauses

Organization Predecessors. The Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Seller has all requisite power and authority to own its assets including the Purchased Membership. The Company (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and (b) is wholly-owned by the Seller and is a disregarded entity for US Tax purposes and no election has been filed to have the Company be treated as a corporation for US Tax purposes and (c) has all requisite corporate power and authority to own and operate its Assets and carry on the Business as presently conducted and (d) is duly qualified to do business and in good standing in each jurisdiction, in which the nature of its Assets or its Business requires under applicable Legal Requirement the Company to be so qualified. Schedule 3.2 sets forth a true, correct and complete copy of the Company’s Articles of Organization and the Company’s Operating Agreement (and in each case all amendments thereto). The Seller has provided the Buyer true, accurate and complete copies of the minutes of the Company since October 15, 2015 which contain records of all meetings of, and other corporate actions taken by, its members, board of directors and any committees appointed by its board of directors.
Sample 1
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Organization Predecessors. The name of the Company (and not its Subsidiaries) is Ultra Pet Company, Inc. and the jurisdiction of organization of the Company (and not its Subsidiaries) is the State of Delaware. The Company is: (a) duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its formation, organization or incorporation and (b) duly qualified to do business and in good standing in each jurisdiction in which the Company’s business is conducted or property is located such as to require it to be so qualified, except where the failure to so qualify has not had, and is not reasonably likely to have, a Material Adverse Effect. Except as set forth on Schedule 2.1, Seller has delivered to Buyer true, correct and complete copies of: (x) the Organizational Documents of the Company and (y) the minute books of the Company. Schedule 2.1 also sets forth a list of: (i) any Person that has ever merged with or into the Company within the last 10 years, (ii) any Person a majority of whose capital stock (or similar outstanding equity securities) or equity interests has ever been acquired by the Company within the last 10 years, (iii) any Person all or substantially all of whose Assets have ever been acquired by the Company within the last 10 years, and (iv) any prior names of the Company or any Person described in clauses (i) through (iii) above within the last 10 years (each such Person, a “Predecessor”). Section 2.2
Sample 1
Organization Predecessors. Schedule 3.1 sets forth for each Acquired Company its name, jurisdiction of organization and a true and correct list of its directors and officers. Each Acquired Company is (a) duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and (b) is duly qualified to do business and in good standing in each jurisdiction, except where the failure to so qualify has not had, and is not reasonably likely to have, a Material Adverse Effect. Notwithstanding the Court Order, it was agreed by the owners of fliCharge International Ltd. that such entity shall be incorporated in the State of Maryland. The Company has delivered to the Buyer true, accurate and complete copies of (x) the organizational documents of each Acquired Company and (y) the minute books of each Acquired Company which contain records of all meetings of, and other corporate actions taken by, its stockholders, Boards of Directors and any committees appointed by its Boards of Directors. Schedule 3.1 also sets forth a list of (a) any Person that has ever merged with or into an Acquired Company, (b) any Person a majority of whose capital stock (or similar outstanding ownership interests) or equity interests has ever been acquired by an Acquired Company, (c) any Person all or substantially all of whose assets has ever been acquired by an Acquired Company and (d) any prior names of an Acquired Company or any Person described in clauses (a) through (c) (each such Person, a “Predecessor”).
Sample 1
Organization Predecessors. The Company is (a) duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and (b) is duly qualified to do business and in good standing in each jurisdiction, except where the failure to so qualify has not had, and is not reasonably likely to have, a Material Adverse Effect. The Company has, if so requested, delivered to the Buyer true, accurate and complete copies of (x) the organizational documents of the Company and (y) the minute books of the Company which contain records of all meetings of, and other corporate actions taken by, its stockholders, Boards of Directors and any committees appointed by its Boards of Directors. The Company has delivered to the Buyer the latest certificate(s) of good standing for all relevant jurisdictions.
Sample 1
Organization Predecessors 
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Related to Organization Predecessors

  • Organization, etc The Purchaser has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to execute and deliver this Agreement and to perform the terms and provisions hereof.

  • Principal Place of Business and Organization No Borrower shall change its principal place of business set forth in the introductory paragraph of this Agreement without first giving Lender thirty (30) days prior notice. No Borrower shall change the place of its organization as set forth in Section 4.1.28 hereof without the consent of Lender, which consent shall not be unreasonably withheld. Upon Lender’s request, Borrowers shall execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral as a result of such change of principal place of business or place of organization.

  • Organization; Capitalization Borrower is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all requisite corporate power and authority to own its property and to carry on its business as now being conducted.

  • Organization; Powers; Subsidiaries Each of Irish Holdco and its Material Subsidiaries is duly organized or incorporated, as the case may be, and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) and all such shares and other equity interests owned by Irish Holdco or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco or such Material Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement), there are no outstanding commitments or other obligations of any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary.

  • 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.

  • Due Incorporation and Organization The Adviser is duly organized and is in good standing under the laws of the State of Connecticut and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder.

  • Organization of Company The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. The Company is duly authorized to conduct business and is in good standing under the laws in every jurisdiction in which the ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. The Company has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on its business. The Company has no subsidiaries and does not control any entity, directly or indirectly, or have any direct or indirect equity participation in any other entity.

  • Organization of the Company The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

  • Business Activities; Change of Legal Status and Organizational Documents The Credit Parties shall not: (i) engage in any line of business other than the businesses engaged in on the date hereof and business reasonably related thereto; (ii) change its name, its type of organization, its jurisdictions of organization or other legal structure; or (iii) permit its articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents to be amended or modified in any way which could reasonably be expected to have a Material Adverse Effect.

  • Organization; Power Buyer is a corporation duly and validly existing under the laws of the State of Delaware, and Buyer has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted.

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