Due Incorporation and Existence. The Purchaser is a corporation incorporated, validly existing and in good standing under the laws of the Province of Ontario. The Purchaser has all necessary corporate power and authority to own or lease its properties and to carry on its business as now being conducted by it.
Due Incorporation and Existence. The Purchaser is a corporation duly incorporated under the laws of Hong Kong. Premier is a corporation duly incorporated under the laws of the State of Utah, United States of America.
Due Incorporation and Existence. The Purchaser is a corporation incorporated, validly existing and in good standing under the laws of the State of Nevada. The Purchaser has all necessary corporate power and authority to own or lease its properties and to carry on its business as now being conducted by it.
Due Incorporation and Existence. Teleplus Enterprises is a corporation incorporated, validly existing and in good standing under the laws of the State of Nevada. Teleplus Enterprises has all necessary corporate power and authority to own or lease its properties and to carry on its business as now being conducted by it.
Due Incorporation and Existence. The Issuer has been duly incorporated and is validly existing and, to the extent such concept is applicable thereto, in good standing under the laws of its jurisdiction of organization, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business affairs, properties, financial condition, or results of operations of the Issuer and its consolidated subsidiaries taken as a whole (a “Material Adverse Effect”), or would not reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Issuer of its obligations hereunder.
Due Incorporation and Existence. 3.1.1.1 The Company and the Subsidiaries are validly and duly incorporated and existing under the laws of the respective jurisdictions and, if applicable, are duly registered, at the appropriate Commercial Registries according to the law applicable to each of them. The Company and all the Subsidiaries have the necessary legal capacity to own their respective assets and to carry out their activities and have been operating since their incorporation in accordance with the laws and regulations applicable to the same (including, without limitation, those related to anti-trust, personal data protection and corporate).
3.1.1.2 Neither the Company nor any of the Subsidiaries has been dissolved or liquidated; no resolution to dissolve or liquidate the same has been adopted and there is no action or request pending or, to the best of the Sellers' knowledge, threatened to accomplish such dissolution or liquidation. Items indicated with "[...***...]" are subject to a Confidential Treatment Request
3.1.1.3 Neither the Company nor any of the Subsidiaries has been declared bankrupt and no action or request is pending or, to the best of the Sellers' knowledge, threatened to declare it bankrupt. Neither the Company nor any of the Subsidiaries has been granted or has filed for a provisional moratorium of payment ("suspension de pagos"). Neither the Company nor any of the Subsidiaries will incur in any liability nor suffer any loss as a result or in relation to the prior holding of [...***...], nor to the transfer of the same.
3.1.1.4 The Company and the Subsidiaries are governed by their respective By-laws which are registered with the corresponding Commercial Register or, otherwise, attached hereto as ANNEX (3.1.1.4); there are no other agreements, arrangements or understandings of any type governing the relationships among their respective shareholders or their organisation or business activities.
3.1.1.5 The Company's and all of the Subsidiaries' books of minutes have been duly legalised, contain complete, accurate and reliable records of the meetings and company resolutions of directors and shareholders since their incorporation until the date hereof, as well as other information due pursuant to applicable laws, and bear all appropriate signatures. None of the Company's and the Subsidiaries' corporate resolutions have been challenged or suspended by any Court and, to the best of the Sellers' knowledge, there is no ground for challenges against them in the future. All r...
Due Incorporation and Existence. The Corporation is a corporation ---------------------- incorporated and existing under the laws of the Province of Ontario. The Corporation is a "private company" within the meaning of the Securities Act (Ontario). RoweCom is a limited liability company organized and existing under the laws of the State of Delaware.
Due Incorporation and Existence. The Purchaser is a corporation ------------------------------- incorporated and existing under the laws of Canada.
Due Incorporation and Existence. The Corporation is a corporation incorporated and existing under the laws of British Columbia. Each of the Subsidiaries is an entity incorporated or otherwise formed and existing under the laws of its jurisdiction of incorporation or formation.
Due Incorporation and Existence. It is a corporation incorporated and existing under the laws of Canada.
