Constitution of the Company. The copy of the memorandum and articles of association of the Company which is provided to the Purchaser is true and complete in all respects and has embodied in it or annexed to it a copy of every such resolution and agreement required by law to be annexed to it and the Company has at all times carried on its business and affairs in all respects in accordance with its memorandum and articles of association and all such resolutions and agreements.
Constitution of the Company. Varying in any respect the Articles or the rights attaching to any of the shares in the Company.
Constitution of the Company. AOP undertakes to the Company that, save with the prior written consent of the Company, it shall not, and shall take reasonable steps to ensure that none of its Associates shall, exercise any of its voting rights in the Shares held by it from time to time in favour of any proposed amendment to the Articles which violates or would otherwise prejudice any of the provisions of this Agreement.
Constitution of the Company. (a) True and complete copies of the articles of association and bylaws of the Company and each of its Subsidiaries, including all amendments thereto, or other similar organizational documents of the Company and each of its Subsidiaries, have been delivered to the Purchaser, and are true, accurate and complete in all respects and represent all the organizational documents of the Company and its Subsidiaries. The Company has, at all times, carried on its Business and conducted its affairs in accordance with its applicable organizational documents. The organizational documents of the Company and its Subsidiaries, as well as any and all amendments thereto, shareholder’s resolutions and similar documents have been duly filed with the Board of Trade of the jurisdiction where they were incorporated and published, to the extent required under applicable Law.
(b) Section 3.3(b) of the Disclosure Schedule sets forth the name of each Subsidiary, and, with respect to each Subsidiary, the jurisdiction in which it is incorporated or organized, the jurisdictions, if any, in which it is qualified to do business, the number of shares of its authorized share capital, the number and class of shares thereof duly issued and outstanding, the names of all shareholders or other equity owners and the number of shares of corporate capital owned by each shareholder (including the identity of any holders of Nominal Interests) or the amount of equity owned by each equity owner. Each Subsidiary is a duly organized and validly existing corporation or other entity in validly existing under the laws of the jurisdiction of its incorporation or organization and is duly qualified or authorized to do business as a foreign corporation or entity and is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing has not had and would not reasonably be expected to have a Material Adverse Effect. Each Subsidiary has all requisite corporate or entity power and authority to own its properties and carry on its business as presently conducted. The outstanding shares of corporate capital or equity interests of each Subsidiary are validly issued, fully paid and non-assessable and were not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar right...
Constitution of the Company. 1.1 Share Capital ------------- The Company has an authorised and issued share capital as set out in the Second Schedule and the issued shares are beneficially owned by the Vendors in the numbers set opposite their respective names in the second column of the First Schedule to the foregoing agreement free from all liens charges and encumbrances or interests in favour of any other person.
Constitution of the Company. 1.1 Share Capital ------------- The matters set out in the First and Second Schedule are complete and accurate and all the issued shares set out in the First Schedule are beneficially owned by the Vendor free from all liens charges and encumbrances or interests in favour of any other person.
Constitution of the Company. 2.1 Each of the Sellers is the sole legal and beneficial owner of the number of Shares set out alongside his name in Schedule 1 Part 1 free from all Encumbrances and all such Shares are fully paid. The Shares set out in Schedule 1 Part 1 comprise the entire issued share capital of the Company.
2.2 No person has the right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, issue or transfer of any share or loan capital of the Company under any option or other agreement or otherwise howsoever and there is no commitment or agreement to give or create such a right and no claim has been made by any person to be entitled to such a right, other than those rights established by this Agreement.
2.3 There is no Encumbrance or equity on, over or affecting any share or loan capital of the Company and there is no agreement or commitment to give or create any and no claim has been made by any person to be entitled to any.
2.4 The copy of the memorandum and articles of association of the Company annexed to the Disclosure Letter is true, complete and up to date, sets out in full the rights and restrictions attaching to each class of the share capital of the Company and have attached to them copies of all resolutions and other documents required by law to be so attached.
2.5 The statutory books and minute books of the Company are in its possession, have been properly kept and are up to date and contain an accurate and complete record of the matters which should be dealt with in those books in accordance with the law and no notice or allegation that any of them is incorrect or should be rectified has been received by the Sellers or the Company or their respective advisors.
2.6 Due compliance has been made with all legal requirements in connection with:
(i) the formation of the Company;
(ii) the allotment, issue, purchase and redemption of shares, debentures and other securities;
(iii) any amendments to the memorandum or articles of association of the Company; and
(iv) the passing of resolutions and the payment of dividends by the Company.
2.7 The Company has not entered into any transaction ultra xxxxx the Company or outside of the authority or powers of the directors of the Company.
2.8 The Company has properly and within applicable limits made all returns which it is required to make to the Registrar of Companies, to any other governmental or regulatory body and to any local authority.
2.9 The Company has no interest in the ...
Constitution of the Company. 2.1 The information set out in Schedule 1 is complete and accurate in all respects.
2.2 The Company has been duly incorporated and is validly existing as a company with limited liability under the laws of its country of incorporation.
2.3 The copy of the constitution of the Company in the Disclosure Letter is true and complete copy, and the Company has complied with all the provisions of its constitution.
2.4 No person has the right (whether exercisable now or in future and whether contingent or not) to call for the issue or transfer of any share or loan capital of the Company under any option or other agreement or otherwise howsoever.
2.5 The Company has no subsidiaries or any interest in any body corporate or joint venture.
Constitution of the Company. The Company is duly organised and validly exists under the laws of Bermuda and has all requisite corporate powers and authority to own its assets and to conduct the business being carried on by it. The Company (but not the Subsidiary) is licensed to transact business as a Class 3 and long term Bermuda exempted insurance company under the laws of Bermuda (“Company Insurance Licence”). The Subsidiary is licensed to transact business as a Class 3 Bermuda exempted insurance company under the laws of Bermuda (“Subsidiary Insurance Licence”).
Constitution of the Company. The Company is duly organised and validly exists under the laws of Germany and has all requisite corporate powers and authority to conduct the business being carried on by it.
