Company Matters. (a) Without the written consent of Lender previously obtained, Borrower shall not, and shall not allow any of its Subsidiaries to:
(i) make any Investments except for Permitted Investments or Investments otherwise permitted by this Agreement;
(ii) incur any Indebtedness (other than borrowing funds under this Agreement), make any loans or advances, or extend credit to any Person;
(iii) acquire any Equity Interests, create any Subsidiaries, or contribute to the equity of any Person;
(iv) declare or pay any dividends, distribute any equity, or make any other distributions to its shareholders or members;
(v) redeem any Equity Interests;
(vi) change its fiscal year or make any material change in its method of accounting;
(vii) merge, consolidate or amalgamate with or into any other Person, change the legal nature of its form of entity, or change its jurisdiction of formation;
(viii) liquidate or dissolve;
(ix) sell or dispose of any assets other than equipment that is obsolete, or worn out, or no longer necessary for the conduct of Borrower's business or the operation of the Vessel, however, if such equipment that is disposed of is equipment of the Vessel, such equipment shall be concurrently replaced with equipment of equal value;
(x) grant any Encumbrance on any of its assets except Permitted Encumbrances; or
(xi) incur or pay any management fees or commissions to any Person other than pursuant to the current express provisions of the Technical Management Agreement and the Commercial Management Agreement.
(b) Borrower shall pay all of its obligations as they mature, provided, it may contest obligations in good faith if appropriate reserves therefor are established and maintained consistently with GAAP, and security therefor is posted as may be required by Lender.
Company Matters. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite company power and authority to carry on its business as now conducted and to execute this Agreement and perform its obligations hereunder. All company action of Buyer necessary for the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby has been taken, and this Agreement constitutes, and will constitute, the legal, valid and binding obligation of Buyer enforceable in accordance with its terms.
Company Matters. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite company power and authority to carry on its business as now conducted and to execute this Agreement and perform its obligations hereunder. All company action of Seller necessary for the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby has been taken, and this Agreement constitutes, and will constitute, the legal, valid and binding obligation of Seller enforceable in accordance with its terms.
Company Matters. (a) Legal organization, good existence and qualification. Company is legally established, organized, validly existing and in good standing under the laws of People’s Republic of China, having full rights to own and operate its assets and businesses related to the business scope specified in its business license.
Company Matters. Borrower, Pledgor, Allseas, Phoenix, and Holding Company are each an exempted company incorporated under the laws of Bermuda, and possesses the capacity to sxx and be sued in its own name and is in good standing under the laws of Bermuda. Charterer is an exempted company incorporated under the laws of the British Virgin Islands, and possesses the capacity to sxx and be sued in its own name and is in good standing under the laws of the British Virgin Islands. Each Credit Party, and each of Allseas and Phoenix possesses all requisite power and authority to enter into, execute, deliver, and perform its obligations under this Agreement and the other Loan Documents to which it is or is to become party pursuant to this Agreement and to take all action as may be necessary to consummate the contractions contemplated thereby. The entry into, execution, delivery, and performance by each Credit Party, and each of Allseas and Phoenix, of the Loan Documents to which it is, or, pursuant to this Agreement is to be a party, and the transactions contemplated thereby, have been duly authorized by all necessary corporate action. This Agreement and the Loan Documents which this Agreement contemplates that the Credit Parties, Allseas and Phoenix will execute have been duly executed by such Persons and constitute (or shall constitute when executed and delivered) legal, valid, and binding obligations of such Persons, enforceable against them in accordance with their terms.
Company Matters. (a) The Company hereby represents and warrants to, and covenants with, the Purchasers and the Seller that:
(i) the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;
(ii) the Company has full legal right, power and authority to execute, deliver, and perform its obligations under this Agreement in accordance with their terms, and the execution, delivery and performance of its obligations under this Agreement by the Company have been duly authorized by all necessary action on behalf of the Company;
(iii) this Agreement has been duly executed and delivered by the Company and constitutes a legally valid and binding agreement of the Company, enforceable against the Company in accordance with its terms;
(iv) no consent, approval, authorization or order or permit of any court, governmental agency or body or arbitrator having jurisdiction over the Company is required for the execution, delivery or performance by the Company of its obligations hereunder, except for any such consents, approvals, authorizations, orders or permits which the failure to obtain would not have or is not reasonably likely to have a material adverse effect on the Company;
(v) neither the execution and delivery of this Agreement by the Company nor the performance of the Company's obligations hereunder will violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under (A) the certificate of incorporation, bylaws or other organizational documents of the Company, or (B) any decree, judgment, order, law, rule, regulation or determination of any court, governmental agency or body or arbitrator having jurisdiction over the Company or any of its assets or properties, except for such violations, conflicts, breaches or defaults that would not have or are not reasonably likely to have a material adverse effect on the Company;
(vi) as of the date hereof, the Warrant is exercisable for 525,732 shares of Common Stock (the "Warrant Shares");
(vii) the per share exercise price for each of the Warrant Shares is $0.61, for an aggregate exercise price for the Warrant Shares of $320,696.48;
(viii) the Board of Directors of the Company has heretofore taken all necessary action to approve, and has approved, for purposes of Section 203 of the Delaware General Corporation Law (including any successor statute thereto "Section 203"...
Company Matters. ChipMOS is a company limited by shares incorporated and validly existing under the laws of Taiwan, operating normally, and has full legal rights and authorizations to own its assets and operate its business.
1.1 Except for the approval of the shareholders meeting which has not yet been obtained on the Execution Date, ChipMOS has the requisite power and authority to execute and deliver the Transaction Documents, and perform the transactions contemplated in the Transaction Documents. ChipMOS has obtained all necessary authorizations through the requisite corporate actions regarding the execution and delivery of the Transaction Documents. Further, ChipMOS will obtain all necessary authorizations regarding the performance of the Transaction Documents through the requisite corporate action on the Closing Date. The Transaction Documents constitute a legitimate, valid, and binding obligation of ChipMOS, which is also enforceable against ChipMOS in accordance with the terms and conditions provided therein.
1.2 In no event shall any of the following circumstances come to exist with respect to ChipMOS regarding the execution and delivery of the Transaction Documents:
(1) Violation of or conflict with the articles of incorporation, internal regulations, licenses and other approvals and permits necessary to operate the business;
(2) Violation of any terms and conditions provided in any contract or agreement to which ChipMOS is a party or by which ChipMOS shall be bound, or for which it would bear liability for breaching, or for which ChipMOS’ breach would give rise to the right of another party to raise any claim against ChipMOS; however, those violations and liabilities without Material Adverse Effect shall be excluded; or
(3) Violation of any laws, orders, administrative regulations or any judgment of the courts by which ChipMOS or the Transaction shall be bound; however, those violations without Material Adverse Effect shall be excluded.
1.3 Except as provided in Section 1.3 in ChipMOS Disclosure Letter, ChipMOS does not need to obtain any approval, consent, authorization, or order from, or report to, or register with, the relevant competent authorities or any other third party (pursuant to any contract or agreement to which ChipMOS or any of its subsidiaries is a party).
Company Matters. In accordance with and subject to this Section 3.2(e), the Company shall have the ultimate decision making authority with respect to any Unapproved Matters in respect of the following matters (the “Company Matters”):
(i) the look, feel, marketing content and design, and changes thereto, of Company Credit Cards, Credit Card Documentation, the Program Website, any Program related social media pages or “apps,” Solicitation Materials or other communications to Cardholders, Bank Program Materials, Company Program Materials, and Account Documentation (except for other content thereof, form and content or the content of any Value Proposition materials that is required to comply with Applicable Law and the use therein of Bank Licensed Marks) and collateral aesthetics of any of the foregoing, subject in each case to the requirements imposed by the Specifications Book and format requirements imposed by Bank System limitations applicable uniformly to the Bank’s Comparable Partner Programs;
(ii) [****];
(iii) except as otherwise provided with respect to the Company’s commitments in [****];
(iv) the approval of any [****] and, in each case, the approval of any [****] in respect thereof, proposed by the Bank (provided that, [****] are acceptable to both Parties);[****];
(v) the administration [****], including the implementation of [****] or any other [****] in accordance with Section 4.6(a), determination of [****] and on the [****];
(vi) the addition of any [****];
(vii) any changes to previously approved uses of [****];
(viii) [****] (other than as required to comply with Applicable Law or to service the Accounts);
(ix) any changes to the Company’s [****]; and
(x) the terms and provisions of any [****] except as set forth [****] or as otherwise required to comply with Applicable Law.
Company Matters. The Company shall, at the Closing, deliver to Acquiror the minute books containing the records of all proceedings, consents, actions and meetings of the Manager and members of the Company and the ledgers, journals and other records reflecting all issuances and transfers of Company Units and Company Interests.
Company Matters. Each of Borrower, Pledgor, Allseas, Phoenix, and Holding Company is an exempted company incorporated under the laws of Bermuda, and possesses the capacity to sxx and be sued in its own name and is in good standing under the laws of Bermuda. Charterer is an exempted company incorporated under the laws of the British Virgin Islands, and possesses the capacity to sxx and be sued in its own name and is in good standing under the laws of the British Virgin Islands. Each Credit Party, and each of Allseas, Phoenix, Bulk Cajun and Bulk Discovery possesses all requisite power and authority to enter into, execute, deliver, and perform its obligations under this Agreement and the other Loan Documents, the Bulk Cajun Loan Documents, and the Bulk Discovery Loan Documents, respectively, to which it is or is to become party pursuant to this Agreement and to take all action as may be necessary to consummate the transactions contemplated thereby. The entry into, execution, delivery, and performance by each Credit Party, and each of Allseas, Phoenix, Bulk Cajun and Bulk Discovery of the Loan Documents to which it is, or, pursuant to this Agreement is to be a party, and the transactions contemplated thereby, have been duly authorized by all necessary corporate action. This Agreement and the Loan Documents, and the other Group Loan Documents, in each case which this Agreement contemplates that any of the Credit Parties, Allseas, Phoenix, Bulk Cajun or Bulk Discovery, respectively, will execute have been duly executed by such Persons and constitute (or shall constitute when executed and delivered) legal, valid, and binding obligations of such Persons, enforceable against them in accordance with their terms.