Corporate Existence and Power; Capitalization. The Company is a corporation duly incorporated and validly existing and in good standing under the laws of the State of Delaware, and has all corporate powers required to carry on its business as now being conducted. The Company has no subsidiaries. The Company is authorized or duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities make such qualification necessary. The capitalization of the Company as of the date hereof is set forth on Schedule 3.1
Corporate Existence and Power; Capitalization. (a) Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the Republic of the Xxxxxxxx Islands and has all corporate power and authority required to carry on its business as now conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent and Merger Sub is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the nature of its business makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since its incorporation on October 26, 2022, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreement. Merger Sub was incorporated solely for the purpose of consummating the transactions contemplated by this Agreement. Xxxxxx Sub has never had a different name. Merger Sub has no operations, has not generated any revenues and has no liabilities other than those incurred in connection with the foregoing and in association with the Merger as provided in this Agreement.
Corporate Existence and Power; Capitalization. (a) The Company is duly organized, validly existing and in good standing under the laws of Bermuda (meaning that it has not failed to make any filing with any Bermuda governmental authority or pay any Bermuda government fee or tax which would make it liable to be struck off the Bermuda Register of Companies and therefore cease to exist), and has all corporate powers required to carry on its business as now being, and as proposed to be, conducted. The Company is authorized or duly qualified to do business as a foreign corporation and in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities make such qualification necessary.
Corporate Existence and Power; Capitalization. (a) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and all material Permits required to own, lease and operate its respective properties and to conduct the Business as currently conducted. Except in any such jurisdiction where failure to so qualify would not have a Material Adverse Effect, the Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary.
Corporate Existence and Power; Capitalization. (a) Each SBW Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and all material Permits required to own, lease and operate its respective properties and to conduct its business as currently conducted. Except in any such jurisdiction where failure to so qualify would not have a Material Adverse Effect upon the applicable SBW Company, each SBW Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary.
Corporate Existence and Power; Capitalization. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina and has all requisite powers and all material Permits required to own, lease and operate its properties and to conduct its business as currently conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the business, assets, financial condition or the results of operations of the Company.
Corporate Existence and Power; Capitalization. (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite powers and all material Permits required to own, lease and operate its properties and to conduct its business as currently conducted. Parent is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by Parent, or the nature of its activities, makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the business, assets, financial condition or the results of operations of Parent.
Corporate Existence and Power; Capitalization. (a) Buyer is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all organizational powers required to carry on its business as now conducted.
Corporate Existence and Power; Capitalization. (a) Max Re is duly organized, validly existing and in good standing under the laws of Bermuda (meaning that it has not failed to make any filings with any Bermuda governmental authority or pay any Bermuda government fee or tax which would make it liable to be struck off the Bermuda Register of Companies and therefore cease to exist), and has all corporate powers required to carry on its business as now being, and as proposed to be, conducted, except as set forth in Schedule 5.1 hereto. Max Re is authorized or duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities make such qualification necessary.
Corporate Existence and Power; Capitalization. (a) The Company is duly organized, validly existing and in good standing under the laws of the Cayman Islands (meaning that it has not failed to make any filing with any Cayman Islands governmental authority or pay any Cayman Islands government fee or tax which would make it liable to be struck off the Cayman Islands Register of Companies and therefore cease to exist), and has all corporate powers required to carry on its business as now being, and as proposed to be, conducted. The Company is authorized or duly qualified to do business as a foreign corporation and in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities make such qualification necessary.
