Corporate Power and Qualification. (a) The Target Company is a private company limited by shares duly organized, validly existing under the laws of the British Virgin Islands and has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as presently conducted. The Target Company is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not individually or in the aggregate have a Target Gxxxx Xxxxxxxx Adverse Effect. None of the activities, agreements, commitments, obligations or rights of the Target Company is ultra vxxxx, unauthorized or in violation of its Charter Documents or any applicable Laws. The Target Company has not given any powers of attorney in force, and there are no outstanding authorities, express or implied by which any Person may enter into any contract or commitment to do anything outside the ordinary course of business on its behalf.
(b) The Domestic Company is a private company limited by shares duly organized, validly existing under the laws of the PRC and has all requisite corporate power and authority to own, lease and operate its assets and to carry on its business as presently conducted. The Domestic Company is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not individually or in aggregate have a Target Gxxxx Xxxxxxxx Adverse Effect. None of the activities, agreements, commitments, obligations or rights of the Domestic Company is ultra vxxxx, unauthorized or in violation of its Charter Documents or any applicable Laws. The Domestic Company has not given any powers of attorney in force, and there are no outstanding authorities, express or implied by which any Person may enter into any contract or commitment to do anything outside the ordinary course of business on its behalf.
Corporate Power and Qualification. (i) it is duly incorporated and organized and validly subsisting under the laws of its jurisdiction of incorporation;
(ii) it has full corporate power and capacity to own or lease its properties and assets and to carry on its business as conducted on the date hereof; and
(iii) it is duly qualified to carry on business in all jurisdictions in which it carries on business and has all licenses, permits and approvals which are necessary or material to its business and operations to the extent required by such laws;
Corporate Power and Qualification. The Seller (i) is duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Massachusetts; (ii) has full corporate power to own, operate, lease and dispose of all or any portion of the Transferred Assets and to conduct the Business, as presently conducted by it; and (iii) is duly licensed, registered or qualified and authorized to conduct business in each jurisdiction in which it owns or leases Property or conducts the Business, to the extent required to enable the Business to be conducted as now conducted, and all such licenses, registrations, qualifications and Authorizations are valid and subsisting and in good standing. Schedule 4.1(a) attached hereto contains true and correct copies of the certificate of incorporation (including all amendments thereto through the date hereof) and the bylaws, each as in effect on the date hereof, of the Seller.
Corporate Power and Qualification. The Company is a private company duly organized, validly existing under the laws of China and has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as presently conducted. None of the activities, agreements, commitments, obligations or rights of the Company is ultra xxxxx, unauthorized or in violation of its Charter Documents or any applicable Laws of China.
Corporate Power and Qualification. The Company represents that: It is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as presently conducted. Each Subsidiary of the Company is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized and has full power and authority to own the assets owned by it and conduct its business as and where it is being conducted by it. Each Group Company is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification. None of the activities, Contracts, commitments, obligations or rights of the Company is ultra xxxxx, unauthorized or in violation of its Charter Documents or any applicable Laws. No Group Company is in violation of its Charter Documents, shareholders agreements, as appropriate, or equivalent constitutive documents as in effect. The Company has not given any powers of attorney in force, and there are no outstanding authorities, express or implied by which any Person may enter into any Contract or commitment to do anything outside the Ordinary Course of Business on its behalf. The copies of the Charter Documents of each Group Company which have heretofore been delivered to the Purchaser are true, complete and correct copies of the Charter Documents of such Group Company, as amended through and in effect on the date hereof. The minute books and records of the proceedings of each Group Company, copies of which have been delivered to the Purchaser, are true, correct and complete in all material respects.
Corporate Power and Qualification. The Company is a private company limited by shares duly organized, validly existing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as presently conducted. The Company is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not individually or in the aggregate have a Xxxxx Xxxxxxxx Adverse Effect. None of the activities, agreements, commitments, obligations or rights of the Company is ultra xxxxx, unauthorized or in violation of its Charter Documents or any applicable Laws. The Company has not given any powers of attorney in force, and there are no outstanding authorities, express or implied by which any Person may enter into any contract or commitment to do anything outside the ordinary course of business on its behalf.
Corporate Power and Qualification. The Company is a private company duly organized, validly existing under the laws of Delaware and has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as presently conducted. None of the activities, agreements, commitments, obligations or rights of the Company is ultra xxxxx, unauthorized or in violation of its Charter Documents or any applicable Laws.
Corporate Power and Qualification. The Company and each Subsidiary of the Company has all requisite legal and corporate power and authority (i) to execute and deliver this Agreement, (ii) to sell and issue the Securities, (iii) to carry out and perform its obligations under the terms of this Agreement and (iv) to carry on its business as presently conducted and as proposed to be conducted. The Company and each Subsidiary of the Company is duly qualified to transact business and in good standing in each jurisdiction in which it is required to be so qualified, except where the failure to so qualify would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
Corporate Power and Qualification. The Purchaser is a private company limited by shares duly organized, validly existing under the laws of Hong Kong and has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as presently conducted.
Corporate Power and Qualification. (i) it is duly incorporated and organized and validly subsisting under the laws of the Province of British Columbia;
(ii) it has full corporate power and capacity to borrow money and become indebted, to grant security, own or lease its properties and to carry on its business as conducted on the date hereof; and
(iii) it is duly qualified to do business under the laws of the Province of British Columbia to the extent required by such laws;
