Corporate Status and Authority. DOC ID - 32901658.22 34 .
(i) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all corporate power and authority to carry on its business as presently conducted and to own, lease and operate its properties, and is duly qualified and in good standing (if applicable) as a foreign corporation duly authorized to do business in all jurisdictions, except where the failure to have such power and authority or to be duly qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has all requisite corporate power and authority (other than, as of the date hereof, the obtaining of the Company Stockholder Written Consent) to (i) execute and deliver this Agreement and each other Transaction Document to which it is a party, (ii) perform its obligations hereunder and thereunder, and (iii) consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each other Transaction Document to which the Company is a party, the performance of the Company’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action of the Company (other than, as of the date hereof, the Company Stockholder Written Consent). The Company has duly executed and delivered this Agreement, and each other Transaction Document to which the Company is a party when executed and delivered by the Company, will be duly executed and delivered. This Agreement constitutes, and each other Transaction Document to which the Company is a party will constitute (assuming the due and valid authorization, execution and delivery hereof and thereof by each of the other applicable parties hereto and thereto), the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at Law or in equity) (the “Enforceability Exceptions”).
(ii) The Company has made available to Parent true, complete and correct copies of the Organizational Documents of the Group Companies.
Corporate Status and Authority. 2.1. The Company is a private company duly incorporated and organized under the laws of India, having the full corporate power and authority under Applicable Law to enter into, execute and perform its obligation under the Transaction Documents and all other documents and instruments required to be executed pursuant thereto or in connection therewith, to own its Assets and carry on the Business as it is now being conducted, and is duly registered and authorized to do Business in every jurisdiction which, by the nature of its Business and Assets, makes registration or authorisation necessary.
2.2. Execution of the Transaction Documents and all other documents and instruments required to be executed pursuant thereto or in connection therewith, and such documents, will constitute valid and binding obligations and be enforceable against the Company in accordance with their respective terms.
2.3. The Business and affairs of the Company have been conducted in accordance with its certificate of incorporation, Memorandum and Articles and true, complete and duly amended copies of the same have been provided to the Investors. Further, the Company does not carry on any business that will render the issue of Investor Securities to the Investors to be in violation of any Applicable Law.
2.4. The Company has not had, and does not have any Subsidiary.
Corporate Status and Authority. CCSI is a corporation duly organized and existing in good standing under the laws of the state of its incorporation and is fully authorized to carry on its business as it is now being conducted and to enter into the transactions herein set forth. CCSI is duly qualified to transact business as a foreign corporation and is in good standing in each of the jurisdictions requiring such qualification whether by reason of the ownership or leasing of its properties or the conduct or nature of its business. All corporate approvals required have been secured. No consents, approvals, or filings from or with any person or entity other than those delivered to SIGMACOM herewith are necessary for the execution, delivery and performance by CCSI of this Agreement and the transactions contemplated hereby. CCSI has all requisite power and authority to execute this Agreement and carry out all the actions required of it herein. This Agreement is the legal, valid and binding agreement of CCSI enforceable against CCSI in accordance with its terms.
Corporate Status and Authority. The Seller 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 its properties, to conduct its business as conducted at present and to execute, deliver and perform this Agreement.
Corporate Status and Authority. The Purchaser and Neptune are valid and subsisting corporations, duly incorporated and in good standing under the laws of the State of California and Florida, respectively, and are duly qualified to carry on their businesses as they are presently carried on and are duly qualified and authorized to carry on business and are in good standing as a foreign corporation in each jurisdiction in which the character of their properties or the nature of their businesses made such qualification or authorization necessary and have all requisite power and authority to carry on their business as they are now carried on and to own, lease and operate their properties and assets.
Corporate Status and Authority. 2.1. The Company and its Subsidiaries are private companies duly incorporated and organized under the laws of India, having the full corporate power and authority under Applicable Law to enter into, execute and perform its obligations under the Transaction Documents and all other documents and instruments required to be executed pursuant thereto or in connection therewith, to own its Assets and carry on the Business as it is now being conducted, and is duly registered and authorized to do Business in every jurisdiction which, by the nature of its Business and Assets, makes registration or authorisation necessary.
2.2. Execution and performance by the Company of the Transaction Documents, this Agreement and all other documents and instruments required to be executed pursuant thereto or in connection therewith, will constitute valid and binding obligations and be enforceable against the Company in accordance with their respective terms.
2.3. The Business and affairs of the Company have been conducted in accordance with its certificate of incorporation, Memorandum and Articles and true, complete and duly amended copies of the same have been provided to the Investor. The business and affairs of the Company’s Subsidiaries have been conducted in accordance with their respective certificate of incorporation, memorandum and articles of association. Further, the Company and its Subsidiaries do not carry on any business that will render the issue of Investor Securities to the Investor to be in violation of any Applicable Law.
2.4. All investments received by the Company have been received in accordance with Applicable Laws and all approvals required to be taken and filings required to be made under Applicable Laws in relation to such investments have been complied with.
2.5. The Company does not have any Subsidiary, except for:
(i) Scootsy Logistics Private Limited (“Scootsy”); and
(ii) Supr Infotech Solutions Private Limited (“Supr”).
Corporate Status and Authority. The Purchaser is a company incorporated under the laws of Jersey and has all necessary corporate power and authority to carry on its business as now being conducted by it. The Purchaser has full power and authority to enter into this Agreement and to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by it in accordance with the terms hereof.
Corporate Status and Authority. Seller is a corporation duly ------------------------------ incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. On the Closing Date, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements have been duly authorized by the Board of Directors of Seller, which constitutes all necessary corporate action on the part of Seller for such authorization. Subject to the immediately preceding sentence, this Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles. Upon the Closing, the Ancillary Agreements shall be duly executed and delivered by Seller and shall constitute the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles.
Corporate Status and Authority. Such Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to own the Quotas and to execute and deliver this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by the board of directors of such Seller, which approval constitutes all necessary corporate action on the part of the Seller for such authorization. This Agreement has been duly executed and delivered by such Seller and constitutes the valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership.
Corporate Status and Authority. Each of the Purchaser and Merger Sub is a corporation duly incorporated and validly existing in good standing under the laws of the state of Nevada and Delaware, respectively, with the corporate power and authority to conduct its business, to own or lease its properties as now conducted, owned or leased, to execute and deliver this Agreement and to perform its obligations hereunder. Each of the Purchaser and Merger Sub has heretofore delivered to the Seller complete and correct copies of its charter and by-laws (or other similar documents) as currently in effect. Each of Purchaser and Merger Sub has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by each of the Purchaser's and Merger Sub's Board of Directors, which, subject to the approval by the affirmative vote of the shareholders of Purchaser and Merger Sub, to the extent required by applicable law, constitutes all necessary corporate action on the part of the Purchaser and Merger Sub for such authorization.
