Organization of the Company and its Subsidiaries Clause Samples
The 'Organization of the Company and its Subsidiaries' clause defines the legal structure and corporate organization of the main company and any entities it controls. It typically outlines the existence, jurisdiction of incorporation, and ownership relationships of the company and its subsidiaries, often requiring the company to provide a list or description of these entities. This clause ensures that all parties have a clear understanding of the corporate entities involved in the agreement, reducing the risk of misunderstandings about which entities are bound by or benefit from the contract.
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. 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. (i) Each of the Company and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as it has been and is presently conducted and contemplated to be conducted. Each of the Company and each of its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the assets and properties owned, operated or leased by it, or the operation of its business, makes such licensing or qualification necessary or desirable, except to the extent that the failure to be so licensed or qualified and in good standing would not have a Material Adverse Change.
(ii) True and correct copies of the articles of incorporation and bylaws (or other comparable organizational instruments) of the Company and each of its Subsidiaries, each as in effect on the date hereof, have been delivered by Vendor to Buyer. Such articles of incorporation and bylaws (or other comparable organizational instruments) are in full force and effect. None of the Company or any of its Subsidiaries is in violation of any of the provisions of its articles of incorporation or bylaws (or other comparable organizational instruments).
(iii) The minute books of the Company and each of its Subsidiaries contain accurate records of all meetings and accurately reflect, in all material respects, all other actions taken by the stockholders, boards of directors and all committees of the boards of directors of the Company and each of its Subsidiaries. Complete and accurate copies of all such minute books and of the stock register of the Company and each of its Subsidiaries have been provided by Vendor to Buyer prior to the date hereof.
Organization of the Company and its Subsidiaries. Each of the Company and its Subsidiaries, including the Partnership, is a corporation, limited partnership or limited liability company validly existing and in good standing under the laws of the jurisdiction in which it is organized. Each of the Company and its Subsidiaries, including the Partnership, is duly authorized to conduct its business and is in good standing under the laws of each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the lack of such qualification would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries, including the Partnership, has full corporate, limited partnership or limited liability company power and authority to carry on the business in which it is engaged. Each of the Company and Table of Contents its Subsidiaries has at all times complied with, and is not in default under or in violation of, any provision of its charter, by-laws or other organizational documents, except as would not have 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. 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).
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. No jurisdiction in which the Company or any Subsidiary is not qualified to do business has asserted that the Company or such Subsidiary is required to be qualified therein except for ----------------------------------------------------------------------
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. (a) 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 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, “Company Material Adverse Effect” means an effect which is materially adverse to the financial condition, business or results of operations of the Company and its Subsidiaries, taken as a whole, but shall exclude any effect resulting from or arising out of (A) seasonal fluctuations in the business of the Company and its Subsidiaries, (B) any acts of terrorism, war, national or international calamity or any other similar event, (C) the taking of any action required by, or the failure to take any action prohibited by, this Agreement, (D) the announcement or pendency of the Agreement or the Merger (including stockholder litigation in connection therewith), (E) general economic, business, financial or market conditions, (F) conditions affecting any of the industries or industry sectors in which the Company or any of its Subsidiaries operates, or (G) any change in law, rule or regulation or accounting principles generally acceptable in the United States (“GAAP”) or interpretation of any of the foregoing.