Organization, Qualification and Subsidiaries Clause Samples

Organization, Qualification and Subsidiaries. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Wisconsin. Each Subsidiary of the Company is an entity of the type listed on SCHEDULE 3.1 and is validly existing and in good standing under the laws of the jurisdiction listed on SCHEDULE 3.1. The Company has the corporate power and authority and all necessary licenses, permits and franchises to borrow hereunder and to grant the Liens provided for in the Related Documents and to own its assets and conduct its business as presently conducted. The Company and each of its Subsidiaries is duly licensed or qualified to do business and is in good standing in all jurisdictions where the same are required to be qualified and where the failure to so qualify would have a Material Adverse Effect. All of the issued and outstanding capital stock of the Company has been validly issued and is fully paid and non-assessable, except as provided in Section 180.0622(2)(b) of the Wisconsin Statutes. Except as set forth on SCHEDULE 3.1, (a) the Company has no Subsidiaries, (b) the Company does not own, directly or indirectly, more than 1% of the total outstanding shares of any class of capital stock of any other Person, and (c) there are no outstanding options, warrants or other rights to subscribe for or purchase from any Subsidiary any capital stock of such Subsidiary or securities convertible into or exchangeable for capital stock of such Subsidiary.

Organization, Qualification and Subsidiaries. The Company is lawfully existing and in good standing as a Nevada corporation and as a registered bank holding company under the Bank Holding Company Act of 1956. The Company and each Subsidiary are lawfully existing and in good standing under the laws of their respective jurisdiction of incorporation or organization, and are duly qualified, in good standing and authorized to do business in each jurisdiction where failure to do so might have a Material adverse impact on the consolidated assets or condition of the Company. The Company has the corporate power and authority and all necessary licenses, permits and franchises to borrow hereunder, and to own its assets and conduct its business as presently conducted. All of the issued and outstanding capital stock of the Company and each of its Subsidiaries has been validly issued and is fully paid and non-assessable. Except as set forth on Schedule 3.1 attached hereto, as of the date hereof, (a) the Company has no Subsidiaries; and (b) the Company does not own, directly or indirectly, more than 5% or $1,000,000, whichever is greater, of the total outstanding shares of any class of capital stock of any other Person.

Organization, Qualification and Subsidiaries. The Company is lawfully existing and in good standing as a South Carolina corporation and as a South Carolina bank holding company. The Company and each Subsidiary are lawfully existing and in good standing under the laws of their respective jurisdiction of incorporation or organization, and are duly qualified, in good standing and authorized to do business in each jurisdiction where failure to do so might have a Material adverse impact on the consolidated assets, financial condition or operations of such Subsidiary or the Company. The Company has the corporate power and authority and all necessary licenses, permits and franchises to borrow hereunder, and the Company and each Subsidiary has the corporate power and authority and all necessary licenses, permits and franchises to own its assets and conduct its business as presently conducted. All of the issued and outstanding capital stock of the Company and each of its Subsidiaries has been validly issued and is fully paid and non-assessable. Except as set forth on Schedule 3.1 hereto, as of the date hereof, (a) the Company has no Subsidiaries; and (b) the Company does not own, directly or indirectly, more than 1% or $250,000 in fair market value, whichever is greater, of the total outstanding shares of any class of capital stock of any other Person.

Organization, Qualification and Subsidiaries. Pathworks-Florida is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. Pathworks-Florida has no subsidiaries and does not have an equity interest in any other firm, partnership, association or other entity. Pathworks-Florida is duly qualified to transact business as a foreign corporation and is in good standing under the applicable laws of each jurisdiction where the location of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not have an Pathworks-Florida Material Adverse Effect (as defined in Section 2.3 below).

Organization, Qualification and Subsidiaries. Each of the Company and its Subsidiaries is a corporation, partnership or other entity duly organized, validly existing and (to the extent applicable) in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite entity power and authority to conduct its business as it is now being conducted, except where the failure to be in good standing or to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has provided to Parent complete and correct copies of the Company’s certificate of incorporation and bylaws, as currently in effect, and the Company is not in violation of any provision of such documents. Section 2.1 of the Company Disclosure Schedule sets forth a complete and correct list of each Subsidiary of the Company and its place and form of organization.

Organization, Qualification and Subsidiaries. GR is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. GW is a limited liability company duly organized, validly existing and in good standing under the laws of its state of formation. Neither GR nor GW has any subsidiaries and does not have an equity interest in any other firm, partnership, association or other entity. As of the Effective Date, GR/GW is duly qualified to transact business in the State of California and is in good standing under the applicable laws thereof.

Organization, Qualification and Subsidiaries. JEFE is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. JEFE has no subsidiaries other than JEFE and does not have an equity interest in any other firm, partnership, association or other entity. JEFE is duly qualified to transact business as a foreign corporation and is in good standing under the applicable laws of each jurisdiction where the location of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not have an JEFE Material Adverse Effect (as defined in Section 2.3 below).

Organization, Qualification and Subsidiaries. The Company is a corporation duly organized and validly existing under the laws of the State of Oregon. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, the First Amended and Restated Investor Rights Agreement in the form attached hereto as EXHIBIT A (the "Investor Rights Agreement"), the First Amended and Restated Co-Sale and Shareholder Agreement in the form attached hereto as EXHIBIT B ("Co-Sale Agreement") and the Voting Agreement in the form attached hereto as EXHIBIT F (the "Voting Agreement") (the Investor Rights Agreement, the Co-Sale Agreement and the Voting Agreement collectively referred to herein as the "Related Agreements") and all documents required to be executed and delivered at Closing, to issue and sell the Shares and the Common Stock issuable upon conversion thereof (the "Conversion Shares") and to carry out the provisions of this Agreement, the Related Agreements, and the Third Restated Articles of Incorporation attached hereto as EXHIBIT C ("Third Restated Articles") and to carry on its business as presently conducted and as presently proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business. The Company owns no equity securities of any other corporation, limited partnership or similar entity. The Company is not a participant in any joint venture, partnership or similar arrangement.

Organization, Qualification and Subsidiaries. PRP is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. PRP has no subsidiaries other than PR Pharmaceuticals NV and does not have an equity interest in any other firm, partnership, association or other entity. PRP is duly qualified to transact business as a foreign corporation and is in good standing under the laws of each jurisdiction where the location of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not have a PRP Material Adverse Effect (as defined in Section 2.3 below).