Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, and all other agreements and instruments contemplated to be executed and delivered by SKYC in connection herewith have been duly authorized by all necessary corporate action on the part of SKYC and its board of directors. (b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by SKYC constitute the legal, valid and binding obligation of SKYC, enforceable against SKYC in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity. (c) There is no pending Proceeding, and, to SKYC’s knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange or SKYC’s ability to comply with or perform its obligations and covenants under the agreements, and, to the knowledge of SKYC, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.
Appears in 6 contracts
Samples: Share Exchange Agreement (Sky Digital Stores Corp.), Share Exchange Agreement (Sky Digital Stores Corp.), Share Exchange Agreement (Sky Digital Stores Corp.)
Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by SKYC UTVG in connection herewith have been duly authorized by all necessary corporate action on the part of SKYC UTVG and its board of directors.
(b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by SKYC UTVG constitute the legal, valid and binding obligation of SKYCUTVG, enforceable against SKYC UTVG in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchange, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity.
(c) There is no pending Proceeding, and, to SKYC’s UTVG's knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange or SKYC’s UTVG's ability to comply with or perform its obligations and covenants under the agreementsTransactional Agreements, and, to the knowledge of SKYCUTVG, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.
Appears in 5 contracts
Samples: Share Exchange Agreement (Universal Travel Group), Share Exchange Agreement (Universal Travel Group), Share Exchange Agreement (Universal Travel Group)
Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by SKYC Sharing Economy in connection herewith have been duly authorized by all necessary corporate action on the part of SKYC Sharing Economy and its board of directors.
(b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by SKYC Sharing Economy constitute the legal, valid and binding obligation of SKYCSharing Economy, enforceable against SKYC Sharing Economy in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchange, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity.
(c) There is no pending Proceeding, and, to SKYCSharing Economy’s knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange or SKYCSharing Economy’s ability to comply with or perform its obligations and covenants under the agreementsTransactional Agreements, and, to the knowledge of SKYCSharing Economy, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.
Appears in 3 contracts
Samples: Share Exchange Agreement (Sharing Economy International Inc.), Share Exchange Agreement (Sharing Economy International Inc.), Share Exchange Agreement (Sharing Economy International Inc.)
Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by SKYC CHCG in connection herewith have been duly authorized by all necessary corporate action on the part of SKYC CHCG and its board of directors.
(b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by SKYC CHCG constitute the legal, valid and binding obligation of SKYCCHCG, enforceable against SKYC CHCG in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchange, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity.
(c) There is no pending Proceeding, and, to SKYCCHCG’s knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange or SKYCCHCG’s ability to comply with or perform its obligations and covenants under the agreementsTransactional Agreements, and, to the knowledge of SKYCCHCG, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.
Appears in 2 contracts
Samples: Share Exchange Agreement (China 3C Group), Share Exchange Agreement (China 3C Group)
Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by SKYC Tap Resources in connection herewith have been duly authorized by all necessary corporate action on the part of SKYC Tap Resources and its board of directors.
(b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by SKYC Tap Resources constitute the legal, valid and binding obligation of SKYCTap Resources, enforceable against SKYC Tap Resources in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchange, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity.
(c) There is no pending Proceeding, and, to SKYCTap Resources’s knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange or SKYCTap Resources’s ability to comply with or perform its obligations and covenants under the agreementsTransactional Agreements, and, to the knowledge of SKYCTap Resources, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.
Appears in 2 contracts
Samples: Share Exchange Agreement (Tap Resources, Inc.), Share Exchange Agreement (Tap Resources, Inc.)
Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by SKYC CHID in connection herewith have been duly authorized by all necessary corporate action on the part of SKYC CHID and its board of directors.
(b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by SKYC CHID constitute the legal, valid and binding obligation of SKYCCHID, enforceable against SKYC CHID in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchange, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity.
(c) There is no pending Proceeding, and, to SKYC’s CHID's knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange or SKYC’s CHID's ability to comply with or perform its obligations and covenants under the agreementsTransactional Agreements, and, to the knowledge of SKYCCHID, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.
Appears in 2 contracts
Samples: Share Exchange Agreement (China Digital Communication Group), Share Exchange Agreement (China Digital Communication Group)
Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by SKYC CDCG in connection herewith have been duly authorized by all necessary corporate action on the part of SKYC CDCG and its board of directors.
(b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by SKYC CDCG constitute the legal, valid and binding obligation of SKYCCDCG, enforceable against SKYC CDCG in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchange, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity.
(c) There is no pending Proceeding, and, to SKYC’s CDCG's knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange or SKYC’s CDCG's ability to comply with or perform its obligations and covenants under the agreementsTransactional Agreements, and, to the knowledge of SKYCCDCG, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.
Appears in 1 contract
Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by SKYC HISP in connection herewith have been duly authorized by all necessary corporate action on the part of SKYC HISP and its board of directors.
(b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by SKYC HISP constitute the legal, valid and binding obligation of SKYCHISP, enforceable against SKYC HISP in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchange, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity.
(c) There is no pending Proceeding, and, to SKYCHISP’s knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange or SKYCHISP’s ability to comply with or perform its obligations and covenants under the agreementsTransactional Agreements, and, to the knowledge of SKYCHISP, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.
Appears in 1 contract
Samples: Share Exchange Agreement (Hispanica International Delights of America, Inc.)
Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by SKYC DSFX in connection herewith have been duly authorized by all necessary corporate action on the part of SKYC DSFX and its board of directors.
(b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by SKYC DSFX constitute the legal, valid and binding obligation of SKYCDSFX, enforceable against SKYC DSFX in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchange, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity.
(c) There is no pending Proceeding, and, to SKYC’s DSFX's knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange or SKYC’s DSFX's ability to comply with or perform its obligations and covenants under the agreementsTransactional Agreements, and, to the knowledge of SKYCDSFX, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.
Appears in 1 contract
Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by SKYC NEWN in connection herewith have been duly authorized by all necessary corporate action on the part of SKYC NEWN and its board of directors.
(b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by SKYC NEWN constitute the legal, valid and binding obligation of SKYCNEWN, enforceable against SKYC NEWN in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchange, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity.
(c) There is no pending Proceeding, and, to SKYC’s NEWN's knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange or SKYC’s NEWN's ability to comply with or perform its obligations and covenants under the agreementsTransactional Agreements, and, to the knowledge of SKYCNEWN, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.
Appears in 1 contract
Samples: Share Exchange Agreement (New Energy Systems Group)