CAPACITY AND COMPLIANCE. (a) If a Party is a legal person, it has been duly incorporated or formed in accordance with the laws of its jurisdiction of its incorporation and formation, is validly existing under those laws and, if relevant under such laws, in good standing.
CAPACITY AND COMPLIANCE. The Directors have power to enter into and perform this agreement and, in particular, to allot and issue the Placing Shares in the manner proposed without any further sanction or consent by members of the Company or any class of them and, subject to Admission, there are no other consents, authorisations or approvals required by the Company in connection with the entering into and the performance of this agreement and the allotment and issue of the Placing Shares which have not been obtained. The entering into of this agreement and the performance by the Company of its obligations hereunder and the allotment and issue of the Placing Shares will comply with all agreements to which any member of the Group is a party and will not infringe or exceed any limits, powers or restrictions binding upon any member of the Group and/or any of its assets or the terms of any contract, obligation or commitment of any member of the Group. The issue and publication of the Press Announcement, the Placing Letters, the allotment and issue of the Placing Shares and the making of the US Offer in the manner proposed will comply with the FSA, the Act, the Listing Rules, the rules and regulations of the London Stock Exchange, the Securities Exchange Commission, NASDAQ and all other relevant laws and regulations of the United Kingdom and the United States of America (and each of them as relevant) and all applicable requirements of any regulatory body in the United Kingdom and the United States.
CAPACITY AND COMPLIANCE. 9.1 Subject to the passing of the Resolution, the Company and the Directors have power to enter into and perform this agreement and, in particular, to allot and issue the New Shares in the manner proposed without any sanction or consent by members of the Company or any class of them and there are no other consents, authorisations or approvals required by the Company in connection with the entering into and the performance of this agreement and the allotment and issue of the New Shares which have not been irrevocably and unconditionally obtained (other than consents required by the FSA, the London Stock Exchange and CREST).
CAPACITY AND COMPLIANCE. 9.1 The Company and the Directors have power to perform this agreement and, in particular, to allot and issue the New Shares in the manner proposed without any sanction or consent by members of the Company or any class of them and there are no other consents, authorisations or approvals required by the Company in connection with the performance of this agreement and the allotment and issue of the New Shares which have not been irrevocably and unconditionally obtained.
CAPACITY AND COMPLIANCE. The Founding Stockholders have the legal capacity to execute and perform the obligations imposed on the Founding Stockholders hereunder. The Founding Stockholders have engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Founder Units is permitted under applicable securities laws. The Founding Stockholders understand and acknowledge that (i) the transfer of the Founder Units, as well as the Founder Unit Shares and Founder Unit Warrants included therein; (ii) the purchase of Founder Unit Warrant Shares on exercise of the Founder Unit Warrants, and (iii) the transfer of the Founder Unit Warrant Shares underlying the Founder Unit Warrants subsequent to exercise of the Founder Unit Warrants, may require the registration of such securities under Federal and/or state securities laws or the availability of an exemption from such registration requirements. The Founding Stockholders understand that: (a) the Founder Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder or (B) sold in reliance on an exemption therefrom; and (b) as of the date of this Agreement, neither the Company nor any other person is under any obligation to register such Founder Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Each of the Founding Stockholders represents, severally and not jointly, that it or he is able to bear the economic risk of its or his investment in the Founder Securities for an indefinite period of time.
CAPACITY AND COMPLIANCE. 7.1 As regards conversion rights, subject to the passing of the Resolution, Meggitt, the Company and the Directors have power to enter into and perform this agreement and, in particular, to allot and issue the Stock Units in the manner proposed without any sanction or consent by members of Meggitt or any class of them and there are no other consents, authorisations or approvals required by Meggitt or the Company in connection with the entering into and the performance of this agreement and the allotment and issue of the Stock Units which have not been irrevocably and unconditionally obtained.
CAPACITY AND COMPLIANCE. (a) Each Party represents and warrants to the other Party that:
CAPACITY AND COMPLIANCE. The Transferee has engaged in the transactions contemplated by this Agreement within a jurisdiction in which the transfer of the Class B Shares is permitted under applicable securities laws.
CAPACITY AND COMPLIANCE. The Transferor possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
CAPACITY AND COMPLIANCE. 7.1 The Guarantor warrants to the Purchaser that it has the requisite power and authority to enter into and perform this agreement and its obligations under this agreement will be valid and binding.
