Incorporation and Authority of the Company. The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Company has full legal power and authority, and has taken all required legal action necessary, to execute and deliver this Agreement and all other agreements, instruments, certificates, notices and other documents as are necessary to consummate the transactions contemplated hereby and otherwise to carry out the terms of this Agreement. The Company has duly and validly authorized the execution and delivery of this Agreement to which it is a party, and the consummation of the transactions contemplated hereby has been duly and validly authorized by the Company and no other proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby by the Company.
Incorporation and Authority of the Company. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, to enter into this Agreement, to carry out its obligations hereunder and to consummate the transac- tions contemplated hereby. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except for such failures which, when taken together with all other such failures, would not have a Material Adverse Effect. Except for the stockholder and bond-holder approvals described in Section 3.4, the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by each of the Purchasers) constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The Company has delivered to each of ITT, MS and CapRe correct and complete copies of the Certificate of Incorporation and the Bylaws of the Company and each Subsidiary, as currently in effect.
Incorporation and Authority of the Company. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent and Merger Sub) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and to the effect of general 10
Incorporation and Authority of the Company. The Company has been duly incorporated or otherwise organized and is validly existing as a corporation under the laws of the jurisdiction of its organization and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect.
Incorporation and Authority of the Company. The Company is duly incorporated in Switzerland and validly existing under Swiss law and has the full corporate power and authority to carry on its Business as presently conducted.
Incorporation and Authority of the Company. (a) The Company (i) is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Montana, and (ii) has the requisite corporate power and authority to operate the Business, except where the failures to be so incorporated or organized, in good standing or qualified, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
Incorporation and Authority of the Company. (a) The Company (i) is a corporation duly incorporated and validly existing under the Laws of the State of Iowa, (ii) is in good standing under the Laws of the State of Iowa, (iii) is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary and (iv) has the requisite corporate power and authority to own, lease or otherwise hold the assets, properties and rights owned and to operate its business as now conducted, except where, in the case of clause (iii), such failures, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
Incorporation and Authority of the Company. Due to the Company's focus on the transactions contemplated by the Agreement, the Company has postponed the prescribed schedule for an annual meeting of the stockholders of the Company. Upon the closing of the transactions contemplated by the Agreement, the Company shall hold an annual meeting of stockholders in accordance with its bylaws.
Incorporation and Authority of the Company. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority to execute, deliver and perform this Agreement and the other Transaction Documents, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, and no further corporate action or approval is or will be required for their respective execution, delivery and performance. The Company has taken all necessary corporate action to authorize the execution, delivery and performance by it of this Agreement and the other Transaction Documents. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement (and each of the other Transaction Documents required to be executed by the Purchasers) by each of the Purchasers, each of this Agreement and the Transaction Documents constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms.
Incorporation and Authority of the Company. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent and Merger Sub) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
