Corporate. Do or cause to be done all things necessary to at all times (a) other than mergers solely among the Company and any of its subsidiaries, preserve, renew and keep in full force and effect its corporate existence, patents, trademarks, rights, licenses, permits and franchises, (b) comply with this Agreement, (c) maintain and preserve all of its material property used or useful in the conduct of their respective businesses, and (d) comply with all applicable laws material to its businesses, including the reporting requirements of the Securities Exchange Act of 1934, whether now in effect or hereafter enacted, promulgated or issued.
Corporate. (a) STC is a corporation duly organized, validly existing and in good standing under the Laws of the State of Texas, and SXXX is a company duly organized, validly existing and in good standing under the Laws of the British Virgin Islands. Each Buyer has all requisite corporate power and authority to enter into this Agreement and all other agreements to be executed and delivered by such Buyer hereunder, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
(b) This Agreement and all other agreements contemplated to be executed and delivered by each Buyer have been duly authorized by all necessary corporate action and no further approvals are required by the officers, directors or shareholders of such Buyer in connection therewith. This Agreement and all other agreements, certificates and instruments contemplated by this Agreement to be executed and delivered by each Buyer have been or will be, at or prior to the Closing, duly executed and delivered by such Buyer and constitute legal, valid and binding obligations of such Buyer enforceable in accordance with their terms against such Buyer, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to the principles of equity (whether enforcement is sought in a proceeding in equity or at law).
(c) Neither the execution, delivery or performance of this Agreement and all other agreements contemplated hereby nor the consummation of the transactions contemplated hereby or thereby nor compliance with the provisions hereof or thereof by each Buyer will, with or without the passage of time or the giving of notice, or both, (i) conflict with, constitute a breach, violation or termination of any provision of, or constitute a default under, any material Contracts to which such Buyer is a party or by which it is bound or to which its properties or assets are subject, (ii) result in an acceleration or increase of any amounts due from such Buyer to any person, (iii) conflict with or violate the organizational documents of such Buyer, (iv) result in the creation or imposition of any Lien against such Buyer or any of its properties or assets, or (v) violate any Laws or any other restriction of any kind or character applicable to such Buyer or any of its properties or assets.
Corporate. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Corporate. Buyer represents that it is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and that it has all requisite corporate power to enter into this Agreement and the other documents and instruments and instruments to be executed and delivered by Buyer and to carry out the transactions contemplated hereby.
Corporate. Each party represents and warrants to the other that (i) it is duly organized and validly existing and in good standing under the laws of the state of its incorporation or organization, (ii) it has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (iii) it is duly authorized to execute and deliver this Agreement and duly authorized to perform the obligations hereunder; (iv) this Agreement is a legal and valid obligation of such party, binding and enforceable in accordance with its terms, (v) the execution, delivery and performance of this Agreement does not conflict with any agreement, instrument, or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law, regulation or order of any court, governmental body or administrative or other agency having jurisdiction over it.
Corporate. If the Seller is a corporation or limited liability company, it is duly organized and validly existing under the laws of its state of incorporation or formation. Seller has all requisite power and authority to enter into and perform its obligations under this Agreement and all other agreements to be executed and delivered by Seller hereunder and to consummate the transactions contemplated hereby.
Corporate. 5.1.1. Xceed is a corporation duly organized, validly existing and in good standing under and by virtue of the laws of the State of Delaware. Xceed is qualified to do business as a foreign corporation in such other states in which ownership of its respective assets or the nature and conduct of its business requires such qualification.
5.1.2. Xceed and each of its subsidiaries has the power to own its properties and to carry on its businesses as and where such are now conducted. Xceed does not have any equity interest in any other corporation, partnership, joint venture or association or control, directly or indirectly, of any other entity except for its interests in the subsidiaries listed on its Form 10-K for the year ended August 31, 1998 (the Form "10-K"), copies of which have been furnished to X-ceed Atlanta and Xxxxx.
5.1.3. The authorized capital stock of Xceed consists of 30,000,000 shares of Common Stock, par value $.01 per share, of which 15,866,693 shares are presently outstanding immediately prior to the date hereof and Two Million (2,000,000) shares of Preferred Stock, par value $.05 per share, of which no shares of Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Xceed's Common Stock are duly authorized, validly issued, fully paid and non-assessable. There are no preemptive rights on the part of any holder of any class of securities of Xceed or any of its subsidiaries and no options, warrants, conversion or other rights, agreements, or commitments of any kind obligating Xceed or any of its subsidiaries, contingently or otherwise, to issue or sell any shares of its capital stock of any class or any securities convertible into or exchangeable for any such shares and no authorization therefor has been given, except as set forth in the Form 10-K.
5.1.4. This Agreement has been duly executed and delivered by Xceed and constitutes the legal, valid and binding obligation of Xceed, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally, and by general principles of equity. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporation action on the part of Xceed, and no other corporate proceedings on its part are necessary to authorize this Agreement.
Corporate. (a) The statements in Section (A) of the Preamble are true and correct.
(b) The Company (i) has been duly established, (ii) is validly existing and (iii) has the requisite corporate power and authority to carry on its business as conducted as of the date hereof and the Closing Date.
(c) The Sold Shares are duly authorized and validly issued. The Company is not obliged to issue further shares. There are no securities or other instruments convertible into shares or equity interests in the Company.
(d) Except as disclosed in Exhibit 5.2(d), with respect to the Company, the mandatory provisions of applicable laws (including capital maintenance rules and insolvency laws) in relation to any capital increase, capital decrease or similar procedure affecting the share capital, and profit distributions have been complied with.
(e) The Company is not, and was not in the past, a party (i) to any enterprise agreement within the meaning of sections 291 and 292 AktG, (ii) any silent partnership agreement (stille Beteiligung) or (iii) any agreement that grants a third party any right with respect to the corporate governance or profits of the Company.
(f) No shareholders’ resolution of the Company is void or has been challenged (angefochten) or threatened to be challenged by any shareholder or any third party.
(g) To Sellers’ Knowledge, the Company is under no obligation to acquire any shares or partnership interests in any company or other entities or to make any contributions to any company or other entities.
Corporate. BIOF is a corporation duly organized and existing under Nevada law and is in good standing in the State of Nevada, BIOF has all requisite power and authority to conduct its business as it is now being conducted and to own or use the properties and assets it purports to own or use;
