1Organization; Good Standing. The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Company has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets, except where the failure to have such power or authority (i) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or (ii) has not, and would not reasonably be expected to prevent, materially impede or materially delay the consummation by the Company of the Merger and the other Transactions (a “Company Impairment Effect”). The Company is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary (with respect to jurisdictions that recognize the concept of good standing), except where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Company Impairment Effect. To the extent true, correct and complete copies are not included in the Company SEC Documents, the Company has, prior to the date of this Agreement, made available to Parent true, correct and complete copies of the Charter and the Bylaws. The Company is not in violation of the Charter or the Bylaws.
1Organization; Good Standing. Parent (a) is duly organized, validly existing and in good standing pursuant to the Laws of its jurisdiction of organization; and (b) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets, except, in the case of clause (b), where the failure to have such power or authority has not had, and would not have a Parent Material Adverse Effect. Merger Sub (i) is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware; and (ii) has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets, except where the failure to be so qualified or in good standing would not have a Parent Material Adverse Effect. Neither Parent nor Merger Sub is in violation of its Organizational Documents.
1Organization; Good Standing. The Investor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Investor has all requisite corporate power and corporate authority to enter into the Transaction Agreements, to purchase the Shares and to perform its obligations under and to carry out the other transactions contemplated by the Transaction Agreements.
1Organization; Good Standing. The Investor is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization or formation. The Investor has all requisite power and authority to enter into this Agreement, to purchase the number of shares of Common Stock set forth opposite the Investor’s name on Exhibit A and to perform its obligations under and to carry out the other transactions contemplated by this Agreement.
1Organization; Good Standing. The Company (a) is a corporation duly organized, validly existing and in good standing pursuant to the NRS; and (b) has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties, rights and assets. The Company is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties, rights and assets owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies of the Amended and Restated Articles of Incorporation of the Company (the “Charter”) and the Bylaws of the Company (the “Bylaws”), each as amended to date. The Charter and Bylaws are in full force and effect on the date of this Agreement. The Company is not in material violation of the Charter or the Bylaws.
1Organization; Good Standing. (a) Parent. Parent (i) is duly organized, validly existing and in good standing pursuant to the Laws of its jurisdiction of organization; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets, except where the failure to be in such good standing, or to have such power or authority, would not prevent or materially delay the ability of Parent to consummate the Merger.
1Organization; Good Standing. Authorization. Asset Seller is a corporation duly organized, validly existing and in good standing under the provisions the law of the State of Alabama. Asset Seller has all requisite corporate power and authority to own and operate its properties and to carry on its business as now conducted. Asset Seller has all corporate power to enter into this Agreement and all other agreements and documents to be executed by them at Closing pursuant hereto (collectively, the “Acquisition Agreements”). The party executing this Agreement and all other agreements and documents to be executed at Closing has the power and authority to do so. The Acquisition Agreements have been, or will be at the Closing, as applicable, duly executed and delivered by the Asset Seller and shall constitute the legal, valid and binding obligations of Asset Seller, enforceable against Asset Seller in accordance with their respective terms, except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies.
1Organization; Good Standing. The Investor is a corporation duly organized, validly existing and in good standing under the Laws of Switzerland. The Investor has all requisite corporate power and corporate authority to enter into the Transaction Agreements, to purchase the Shares and to perform its obligations under and to carry out the other transactions contemplated by the Transaction Agreements.
1Organization; Good Standing. Such Party is a duly formed and validly existing Delaware limited liability company in good standing under the laws of the state of Delaware;
1Organization; Good Standing. (a) The Acquired Company is a limited liability company duly formed, validly existing and in good standing under the Law of its jurisdiction of formation and has all requisite limited liability company power and authority to own its properties and conduct its respective Business as it is now being conducted. The Acquired Company is duly qualified or licensed to do business in each jurisdiction in which the ownership or operation of its Assets makes such qualification or licensing necessary, except in any jurisdiction where the failure to be so duly qualified or licensed would not reasonably be expected to be material. The Acquired Company was formed solely to own, develop, design, construct, install, operate and maintain the Project Assets, and has conducted no other business or activities since the date of its formation, and has no assets or liabilities other than those related to the ownership, development, design, construction, ownership, installation, operation and maintenance of the Project Assets.
(b) True and complete copies of the Charter Documents of the Acquired Company, together with all amendments thereto, have been furnished to Project HoldCo and Evolve.
