Corporate Existence; Authority; No Violation Sample Clauses

Corporate Existence; Authority; No Violation. (i) Co-Investor is a legal entity validly existing under the Laws of the jurisdiction of its organization. Co-Investor has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. (ii) Co-Investor has the corporate power and authority to enter into, execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and validly approved by all necessary corporate action on the part of Co-Investor. No other corporate proceedings on the part of Co-Investor are necessary to approve this Agreement and to consummate the subscription for (A) in the case of the Purchaser, the Purchaser Shares and (B) in the case of each Investor, such Investor’s Investor Shares. This Agreement has been duly and validly executed and delivered by Co-Investor and (assuming the due authorization, execution and delivery by the Company, Tribute, Pozen and the other Co-Investors) constitutes the valid and binding obligation of Co-Investor, enforceable against Co-Investor in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general principles of equity).
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Corporate Existence; Authority; No Violation. (i) Investor is a legal entity validly existing under the Laws of the jurisdiction of its organization. Investor has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. (ii) Investor has the corporate power and authority to enter into, execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and validly approved by all necessary corporate action on the part of Investor. No other corporate proceedings on the part of Investor are necessary to approve this Agreement and to consummate the subscription for such Investor’s Investor Units. This Agreement has been duly and validly executed and delivered by Investor and (assuming the due authorization, execution and delivery by the Company and the other Investors) constitutes the valid and binding obligation of Investor, enforceable against Investor in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general principles of equity).
Sample 1Sample 2Sample 3
Corporate Existence; Authority; No Violation. (1) Parent is a corporation validly existing under the Laws of the jurisdiction of its organization. Parent has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. (2) Parent has the corporate power and authority to execute and deliver this Agreement and to consummate the Investment Transactions. The execution and delivery of this Agreement and the consummation of the Investment Transactions (other than approval of the New Incentive Plan) have been duly and validly approved by the Parent Board. The Parent Board has determined that this Agreement, the Investment Transactions and the Parent Charter Amendment are advisable to and are in the best interests of Parent and its stockholders and, except for the Parent Stockholder Consent and the Consent Right Holder Consent (each of which has been obtained contemporaneously with the execution of this Agreement and provided to each Investor), no other corporate proceedings on the part of Parent are necessary to approve this Agreement and to consummate the Investment Transactions (other than approval of the New Incentive Plan). This Agreement has been duly and validly executed and delivered by Parent and (assuming the due authorization, execution and delivery by the Investors) constitutes the valid and binding obligation of Parent. (3) Neither the execution and delivery of this Agreement by Parent, nor the consummation of the Investment Transactions, nor compliance by Parent with any of the terms or provisions of this Agreement, will violate any provision of the Parent Charter or the Parent Bylaws.
Sample 1

Related to Corporate Existence; Authority; No Violation

  • Corporate Existence and Standing Each of the Company and the Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted and where the failure to have such authority would reasonably be expected to have a Material Adverse Effect.

  • Corporate Existence and Power It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

  • Corporate Existence; Compliance with Law Each of the Borrower and the Borrower’s Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

  • Corporate Existence and Authority The Assuming Institution (i) is duly organized, validly existing and in good standing under the laws of its Chartering Authority and has full power and authority to own and operate its properties and to conduct its business as now conducted by it, and (ii) has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Assuming Institution has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the performance of the transactions contemplated hereby.

  • Corporate Existence, Etc Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

  • Corporate Existence So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

  • Compliance with Laws and Preservation of Corporate Existence Such Seller Party will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Such Seller Party will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted, except where the failure to so preserve and maintain or qualify could not reasonably be expected to have a Material Adverse Effect.

  • Corporate Existence; Maintenance of Properties (a) The Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of its Subsidiaries to, convert to any other entity. (b) The Borrower (i) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted by them; provided that nothing in this Section 8.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and its Subsidiaries on a consolidated basis.

  • Organization, Existence and Good Standing The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.

  • Corporate Existence, Power and Authority (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation (other than the Series 2 Certificate of Designations). The Company is not in violation in any respect of its certificate of incorporation or by-laws. (c) The Company has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock Purchase Agreements, including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designations), (ii) the Series 1 Waiver, (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights Amendment. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment by the Company (including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally.

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