Capacity; Authorization; Validity of Agreement; Necessary Action. Such Shareholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement that are not set forth in this Agreement). This Agreement has been duly authorized (if applicable), executed and delivered by such Shareholder and, assuming this Agreement constitutes a valid and binding obligation of HoldCo, constitutes a legal, valid and binding agreement of such Shareholder enforceable against such Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”).
Capacity; Authorization; Validity of Agreement; Necessary Action. Such Shareholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement that are not set forth in this Agreement). This Agreement has been duly authorized (if applicable), executed and delivered by such Shareholder and, assuming this Agreement constitutes a valid and binding obligation of each member of the Buyer Consortium, constitutes a legal, valid and binding agreement of such Shareholder enforceable against such Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”).
Capacity; Authorization; Validity of Agreement; Necessary Action. Such Shareholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized (if applicable), executed and delivered by such Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Parent and Merger Sub, constitutes a legal, valid and binding agreement of such Shareholder enforceable against the Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether considered in a proceeding in equity or at law) (the “ Bankruptcy and Equity Exception”).
Capacity; Authorization; Validity of Agreement; Necessary Action. With respect to any Shareholder which is not a natural person, such Shareholder (i) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction in which such Shareholder is organized or formed (in the case of good standing, to the extent the concept is recognized by such jurisdiction). Each Shareholder has the legal capacity and authority (including corporate, limited partnership, trust or other organizational power, as applicable) to execute and deliver this Agreement and perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each Shareholder and, assuming this Agreement constitutes a valid and binding obligation of HiSoft, constitutes a legal, valid and binding agreement of each Shareholder enforceable against such Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).
Capacity; Authorization; Validity of Agreement; Necessary Action. Such party has the legal capacity and all requisite power and authority to execute and deliver this Agreement and perform such party’s obligations hereunder. This Agreement has been duly authorized (if applicable), executed and delivered by such party and constitutes a legal, valid and binding agreement of such party enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether considered in a proceeding in equity or at law).
Capacity; Authorization; Validity of Agreement; Necessary Action. Such 1Verge Group Member (if not a natural person) (i) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction in which such 1Verge Group Member is organized or formed (in the case of good standing, to the extent the concept is recognized by such jurisdiction). Such 1Verge Group Member has the legal capacity and authority (including, if applicable, corporate, limited partnership, trust or other organizational power, as applicable) to execute and deliver this Agreement and perform such 1Verge Group Member’s obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such 1Verge Group Member and, assuming this Agreement constitutes a valid and binding obligation of the Investor, constitutes a legal, valid and binding agreement of such 1Verge Group Member enforceable against such 1Verge Group Member in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).
Capacity; Authorization; Validity of Agreement; Necessary Action. The Investor is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction in which the Investor is organized or formed (in the case of good standing, to the extent the concept is recognized by such jurisdiction). The Investor has the legal capacity and authority (including corporate, limited partnership, trust or other organizational power, as applicable) to execute and deliver this Agreement and perform the Investor’s obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Investor and, assuming this Agreement constitutes a valid and binding obligation of the 1Verge Group Members, constitutes a legal, valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Capacity; Authorization; Validity of Agreement; Necessary Action. AIL is a company duly organized, validly existing and in good standing under the Laws of the British Virgin Islands (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has the requisite corporate power and authorization to own, lease and operate it properties and to carry on its business as now being conducted. AIL has the requisite corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by AIL, and assuming this Agreement constitutes a valid and binding obligation of Yunfeng and the Company, constitutes a legal, valid and binding agreement of AIL enforceable against AIL in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).
Capacity; Authorization; Validity of Agreement; Necessary Action. Yunfeng is a company duly organized, validly existing and in good standing under the Laws of the Cayman Islands (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has the requisite corporate power and authorization to own, lease and operate it properties and to carry on its business as now being conducted. Yunfeng has the requisite corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Yunfeng, and assuming this Agreement constitutes a valid and binding obligation of AIL and the Company, constitutes a legal, valid and binding agreement of Yunfeng enforceable against Yunfeng in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Capacity; Authorization; Validity of Agreement; Necessary Action. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the Cayman Islands and has the requisite corporate power and authorization to own, lease and operate it properties and to carry on its business as now being conducted. The Company has the requisite corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming this Agreement constitutes a valid and binding obligation of AIL and Yunfeng, constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception.
