Corporate organisation. You are fully qualified as a separate legal person. You warrant that the person opening an account on the company’s behalf is the legal representative of the corporate organisation or has the legal and effective authorisation granted by the relevant representative of the company. The person who plans to enter an order has the legal and effective authorisation granted by the legal person and is equipped with sufficient knowledge and experience to understand the nature and risks of the product to be traded.
Corporate organisation. You warrant that the company’s authorised representative has the legal and effective authorisation granted by the relevant representative of the company. The authorised representative operating the company's trading account has the legal and effective authorisation granted by the legal person and is equipped with sufficient knowledge and experiences to understand the nature and risks of the product to be traded.
Corporate organisation. The Company is a company limited by shares duly organised and validly existing under the laws of the Kingdom of Denmark. As at the date hereof the Company has nominal and fully-paid up share capital in the amount of DKK 1,310,000,000.
Corporate organisation. 1.12.1 The copies of the constitutional documents of each MYL Group Company which have been given to the Purchaser (and which comprise part of the Disclosed Information) are accurate and complete and have annexed or incorporated copies to them all resolutions or agreements required by any applicable laws to be so annexed or incorporated.
1.12.2 There have not been and are not any breaches by any MYL Group Company of its constitutional documents.
1.12.3 The register of members and other statutory books and registers of each MYL Group Company have been properly kept and contain complete and accurate records of all matters required to be dealt with in such books and records. No notice or allegation that any such books and records are incorrect or should be rectified has been received by an MYL Group Company.
1.12.4 All returns and particulars, resolutions and other documents which any MYL Group Company is required by law to file with, or deliver to, the registrar of companies or his equivalent have been correctly made up and duly filed or delivered.
1.12.5 All the directors and secretaries of each MYL Group Company have been duly appointed in accordance with the Companies Xxx 0000.
Corporate organisation. 2.1 Immediately prior to Completion, the information set forth in Schedule 1 (Subsidiaries) is true and accurate in all material respects.
2.2 Each of the Group Companies has been duly incorporated under the laws of its jurisdiction and has been validly existing since its incorporation and has the required power to own its assets and to carry on its business as presently conducted.
2.3 The articles of association of the Company, as included in the deed of incorporation dated 31 October 2006, are the articles of association as currently in force. No decision has been taken, nor has any resolution been adopted by the general meeting of shareholders, to amend the articles of association of any of the Group Companies.
2.4 Each of the Group Companies is duly registered with the trade register of the Chamber of Commerce in the Netherlands or the Istanbul Chamber of Commerce, as the case may be. The extracts of the Chamber of Commerce in the Netherlands or the Istanbul Chamber of Commerce are true, accurate and not misleading.
2.5 None of the Group Companies have granted a power of attorney or similar authority to any third party authorising such third party to represent and bind the Group Company, either in general or for any special purposes other than any powers of attorney registered with the Chamber of Commerce in the Netherlands or the Istanbul Chamber of Commerce.
2.6 The shareholders' register of each Group Company is up to date.
2.7 None of the Group Companies have been declared bankrupt (failliet verklaard) or been granted a temporary or definitive suspension of payments (surséance van betaling).
2.8 No decision has been taken to dissolve or liquidate any of the Group Companies.
Corporate organisation. The Purchaser is a company duly organised and validly existing under the Laws of its country of incorporation.
Corporate organisation. Etc The Company is a limited company duly incorporated, validly existing and in good standing under the laws of England. The Company has all requisite corporate power and authority to conduct its business as it is now being conducted and to own, lease and operate its property and assets. True and complete copies of the Memorandum and Articles of Association of the Company have been heretofore delivered to Buyer. To the knowledge of the Sellers all other copies of documents supplied to Buyer are in all material respects true and complete copies of the original documents they represent.
Corporate organisation. ETC Buyer is a corporation duly organised, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to conduct its business as it is now being conducted and to own, lease and operate its property and assets.
Corporate organisation. 9.2.1 The Company is duly incorporated in Switzerland and validly existing under Swiss law and it has the full corporate authority and power to carry out the Business as presently conducted.
9.2.2 The Articles of incorporation of the Company dated June 5, 2008 and attached hereto as Exhibit 9.2.2 are a true, complete and correct copy of the Articles of incorporation of the Company, and have not been modified since June 5, 2008.
9.2.3 The extract of the Trade Registry of the Company attached herein as Exhibit 9.2.3 is a true, complete and correct copy of the extract of the Trade Registry of the Company.
9.2.4 The Company has not adopted internal regulations.
Corporate organisation. The Guarantor is a corporation validly organised and existing under the laws of the State of Delaware, United States of America.
