Organization, Qualifications and Corporate Power. Seller is a corporation duly incorporated and organized, validly existing, and in good standing under the laws of the State of Georgia. Seller has the corporate power and authority to execute, deliver, and perform this Agreement, the Xxxx of Sale and Assignment Agreement, the Deeds, and all other agreements, documents, certificates, and other papers contemplated to be delivered by Seller pursuant to this Agreement.
Organization, Qualifications and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and the Company is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where failure to qualify would not have a material adverse effect on the business or financial condition of the Company. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted or as planned to be conducted in the foreseeable future, to execute, deliver and perform this Agreement, the Rights Agreement and any other agreements, documents or instruments contemplated hereby to which it is a party, to issue, sell and deliver the Shares.
Organization, Qualifications and Corporate Power. (i) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Colorado and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, the failure of which would have a material adverse effect on the business, operations, properties or condition (financial or otherwise) of the Company. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, and its obligations under the Debentures, the Warrants, and the Registration Rights Agreement (collectively, the "Transaction Documents"), to issue, sell and deliver the Debentures and Warrants and to issue and deliver the Common Stock issuable upon conversion of the Debenture and upon exercise of the Warrants (the "Conversion Shares").
Organization, Qualifications and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure to be so licensed or qualified would not have a Material Adverse Effect (as defined below) on the business or assets of the Company. “Material Adverse Effect” shall mean any event, change, violation, inaccuracy, circumstance or effect that is, individually or in the aggregate, materially adverse to the condition (financial or otherwise), capitalization, properties, employees, assets (including intangible assets), business, operations or results of operations of the Company. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as presently proposed to be conducted, to execute, deliver and perform this Agreement and to issue, sell and deliver the Note. The Company does not own any equity interest, directly or indirectly, in any other entity, has never owned any such equity interest, and has never operated as a subsidiary or division of another entity.
Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such qualification except where failure to so qualify could not reasonably be expected to result in a material adverse effect on the Company or its business. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted, to execute, deliver and perform this Agreement, the Amended and Restated Registration Rights Agreement with the Purchasers and the other parties thereto in the form attached as Exhibit A (the "Registration --------- Rights Agreement") and the Amended and Restated Stockholders Agreement with the Purchasers and the other parties thereto in the form attached as Exhibit B (the --------- "Stockholders Agreement"), to issue, sell and deliver the Preferred Shares and to issue and deliver the shares of Series A Common Stock, $.00l par value, of the Company issuable upon conversion of the Preferred Shares (the "Conversion Shares").
Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except for such jurisdictions, if any, in which the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, as described in the Company's Annual Report on Form 10-K for the year ended January 3, 1999 (the "Annual Report"), and the Company has the corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Warrant, the Breakup Warrant, and all other documents to be delivered in connection with any of them (the "Transaction Documents"), and to issue, sell and deliver the Series B Shares and to issue and deliver the Warrant Shares, or the Conversion Shares.
Organization, Qualifications and Corporate Power a. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each other jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification. The Company has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own or lease and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, and other transaction documents contemplated hereby and thereby, and to issue, sell and deliver the Shares.
Organization, Qualifications and Corporate Power. The Corporation is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure to be so licensed or qualified or in good standing would not in the aggregate have a Material Adverse Effect (as defined herein). The Corporation has the power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. The Corporation has the corporate power and authority to execute, deliver and perform this Agreement, the Registration Rights Agreement between the Corporation and Investor in the form of Exhibit B attached hereto (the "Registration Rights Agreement"), the Stockholders Agreement in the form of Exhibit C attached hereto (the "Stockholders Agreement"), and the Marketing Agreement in the form of Exhibit D attached hereto (the "Marketing Agreement"), and to issue, sell and deliver the First Common Shares and, subject to the approval of the stockholders contemplated by Section 8.3, to issue, sell and deliver the Second Common Shares and to issue, sell, perform and deliver the Warrant and the Warrant Shares (as defined in the Warrant). The Corporation is in compliance in all material respects with all of the terms and provisions of the Corporation's Articles of Incorporation, as amended (the "Charter"), and the Corporation's By-laws (the "By-laws").
Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified in each jurisdiction in which the nature of its business or the ownership of its properties makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on its ability to carry on its business. The Company has the corporate power and authority to own and hold its properties, to carry on its business as currently conducted and to execute and deliver this Agreement, the Amended and Restated Registration Rights Agreement dated as of the date hereof substantially in the form attached hereto as Exhibit B (the "Amended and Restated Registration Rights Agreement") among the Company and the several other parties named therein and the Amended and Restated Stockholders Agreement dated as of the date hereof substantially in the form attached hereto as Exhibit C (the "Amended and Restated Stockholders Agreement") among the Company and the several other parties named therein, to perform its obligations under this Agreement, the Amended and Restated Stockholders Agreement and the Amended and Restated Registration Rights Agreement, and to issue, sell and deliver the Securities.
Organization, Qualifications and Corporate Power. The Company is a corporation duly organized (originally under the name of Boston Biological Technologies, Inc.), validly existing and in good standing under the laws of the Commonwealth of Massachusetts; Bartxxx, Xxc. (the Company's wholly owned subsidiary)("Bartxxx") xs a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; and each of the Company and Bartxxx xx duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure so to qualify will not have a material adverse effect on the business, operations, property or financial condition of the Company or Bartxxx, xxspectively. Each of the Company and Bartxxx xxx the power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, and to issue, sell and deliver the Series A-2 Preferred. The Company has no direct or indirect subsidiaries, other than Bartxxx xxx the Company's ownership of forty-five percent of the membership interests of the German-American Institute for AIDS Research GmbH, a limited liability company formed under the laws of Germany.
