Corporate Status; Corporate Authorization. The Borrower, each of its Subsidiaries and each other Credit Party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and is duly qualified and in good standing in every other jurisdiction where it is doing business except where the failure to so qualify does not have a Material Adverse Effect on the Borrower or any to its Subsidiaries, and the execution, delivery and performance by the Borrower and its Subsidiaries and each other Credit Party of the Credit Documents (i) are within its respective authority, (ii) have been duly authorized, and (iii) do not conflict with or contravene their respective constitutive documents. The execution, delivery, performance of their respective obligations, and exercise of their respective rights under the Credit Documents by the Borrower, each of its Subsidiaries and each other Credit Party thereto, including, without limitation, the making of the Loans under this Agreement, (i) do not require any Consents that have not been obtained and (ii) are not and will not be in conflict with or prohibited or prevented by (A) any Regulation or (B) any corporate governance document, corporate minute or resolution or (C) any instrument, agreement or provision thereof, in each case binding on any of them or affecting any of their property.
Corporate Status; Corporate Authorization. Each Credit Party is duly organized or incorporated (as applicable), validly existing, and in good standing (if applicable under the laws of the relevant jurisdiction) under the laws of its jurisdiction of organization or incorporation (as applicable) and is duly qualified and in good standing in every other jurisdiction where it is doing business except where the failure to so qualify does not have a Material Adverse Effect on it, and the execution, delivery and performance by each Credit Party of the Credit Documents (i) are within its respective authority, (ii) have been duly authorized and (iii) do not conflict with or contravene its respective corporate governance documents. The execution, delivery, performance of their respective obligations and exercise of their respective rights under the Credit Documents by each Credit Party, including, without limitation, the making of the Loan under this Agreement, (x) do not require any Consents that have not been obtained and (y) are not and will not be in conflict with or prohibited or prevented by (A) any Regulation or (B) any corporate governance document, corporate minute or resolution or (C) any instrument, agreement or provision thereof, in each case binding on any of them or affecting any of their property.
Corporate Status; Corporate Authorization. Each Credit Party, the Parent and each of their Subsidiaries is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization. Each such Person is duly qualified and licensed in every jurisdiction where it is doing business and in good standing in every jurisdiction where such qualification is required, except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect on such Credit Party or its Subsidiaries, and has all requisite power and authority to carry on its business as now conducted. The execution, delivery and performance by each Credit Party of the Credit Documents to which it is a party, and by the Borrower of the Deposit Agreement (i) are within its respective power and authority, (ii) have been duly authorized, and (iii) do not conflict with or contravene its respective constitutive documents. The execution, delivery and performance by the Borrower of its obligations under the Deposit Agreement, and by each of the Credit Parties and the Parent of its respective obligations, and exercise of its respective rights under the Credit Documents, including, without limitation, the making of the Loans under this Agreement and the issuance of Borrower Common Shares (if any) upon conversion of Loans (such shares, the “Loan Shares”), (i) do not require any Consents other than those that have been obtained or will be obtained pursuant to the Credit Documents, (ii) are not and will not be in conflict with or prohibited or prevented by, or result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any Person any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, (A) any applicable Regulation or (B) any corporate governance document, corporate minute or resolution of any Credit Party or (C) any instrument, agreement or provision thereof, in each case binding on any of them or affecting any of their property, (iii) except under the Collateral Documents, result in the imposition of any Lien upon any properties or assets of any Credit Party or any of its Subsidiaries, (iv) result in the Borrower being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, securities or obligations of the Borrower or any of its Subsidiaries or any options or other rights exercisable for any of same or (v) cause the accelerated...
Corporate Status; Corporate Authorization. The Parent is duly organized, validly existing, and in good standing under the laws of the Cayman Islands. The Parent is duly qualified and licensed in every jurisdiction where it is doing business and in good standing in every jurisdiction where such qualification is required, except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect, and has all requisite power and authority to carry on its business as now conducted. The execution, delivery and performance by the Parent of this Agreement (i) are within its power and authority, (ii) have been duly authorized, and (iii) do not conflict with or contravene its respective documents.
Corporate Status; Corporate Authorization. Each of the Parent, each Credit Party and each of their Subsidiaries is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and is duly qualified and in good standing in every other jurisdiction where it is doing business except where the failure to so qualify does not have a Material Adverse Effect on the Parent, such Credit Party or its Subsidiaries, and the execution, delivery and performance by each Credit Party of the Credit Documents (i) are within its respective authority, (ii) have been duly authorized, and (iii) do not conflict with or contravene its respective constitutive documents. The execution, delivery, performance of its respective obligations, and exercise of its respective rights under the Credit Documents by each Credit Party thereto, including, without limitation, the making of the Loans under this Agreement, the issuance of the Parent Exchange Shares (if any), and the issuance of Borrower Common Shares upon conversion of the Loan Conversion Amount (if any), (i) do not require any Consents that have not been obtained and (ii) are not and will not be in conflict with or prohibited or prevented by (A) any Regulation or (B) any corporate governance document, corporate minute or resolution of the Parent or any Credit Party or (C) any instrument, agreement or provision thereof, in each case binding on any of them or affecting any of their property.
Corporate Status; Corporate Authorization. The Company and each of its Subsidiaries is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and is duly qualified and in good standing in every other jurisdiction where it is doing business except where the failure to so qualify does not have a Material Adverse Effect, and the execution, delivery and performance by the Company and each of the Subsidiary Guarantors of the Note Purchase Documents to which it is a party (i) are within its corporate authority, (ii) have been duly authorized by all necessary corporate action, and (iii) do not conflict with or contravene its corporate governance documents. The execution, delivery and performance of its obligations, and exercise of its rights under the Note Purchase Documents to which it is a party by the Company and each of the Subsidiary Guarantors, including, without limitation, the issuance of the Senior Subordinated Notes under this Agreement, (i) do not require any Consents to be obtained by the Company or any of its Subsidiaries that have not been obtained and (ii) are not and will not be in conflict with or prohibited or prevented by (A) any Regulation or (B) any corporate governance document, corporate minute or resolution or (C) any instrument, agreement or provision thereof, in each case binding on any of them or affecting any of their property.
