Incorporation and good standing – by-laws and books Sample Clauses

Incorporation and good standing – by-laws and books. (a) SAFE is a company duly organized, validly existing and in good standing under the Laws of the Italian Republic, save for what indicated in Schedule 6.4. (b) SAFE SG is duly organized, validly existing and in good standing under the Laws of Singapore. (c) Neither SAFE nor SAFE SG is subject to any voluntary or non-voluntary liquidation, insolvency, bankruptcy or similar procedure. There are no proceedings, injunctions, orders or claims against SAFE and/or SAFE SG that may imply the risks of liquidation, winding-up, bankruptcy and/or the starting of any bankruptcy or pre-insolvency procedure. No steps have been taken to enforce any security over any assets of SAFE or SAFE SG, and no events occurred to give the right to enforce any such security. (d) SAFE and SAFE SG have full power and authority to conduct their respective SAFE Business as currently conducted and to own their assets and properties as currently owned. (e) The by-laws of SAFE and of SAFE SG in force at the date hereof are those filed with the competent Companies’ Registers. (f) The books and records of the meetings of the corporate bodies of SAFE and of SAFE SG have been kept and filed with the competent registers pursuant to the applicable Laws. Each SAFE Group Company have all the books and records, which in relation to their respective SAFE Business are required to be kept under the applicable Laws, in compliance with the applicable Laws and with the applicable SAFE Accounting Principles. (g) Except as indicated in Schedule 6.4, no resolution has been passed by any competent corporate body of SAFE and/or SAFE SG, on the basis of which their share capital may be increased or reduced, or however modified. (h) Except for the Capital Increase and save as provided in the by-laws of SAFE and of SAFE SG, no rights of pre-emption, options or warrants of any kind whatsoever have been granted to third parties, which would enable them to purchase or underwrite shares or quotas in the corporate capital of SAFE and/or of SAFE SG. (i) Except as indicated in Schedule 6.4, no capital contributions or shares subscription are required to be made with respect to the shares representing the corporate capital of SAFE and/or SAFE SG. Except as indicated in Schedule 6.4, neither SAFE nor SAFE SG are in a situation whereby it is required by applicable Law to re-capitalize SAFE and/or SAFE SG or provide equity contribution (including, without limitation, pursuant to Articles 2446 and 2447 of the Code) - or need...
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Related to Incorporation and good standing – by-laws and books

  • Incorporation and Good Standing The Company has been duly incorporated or formed and is validly existing and in good standing as a company limited by shares under the laws of the jurisdiction of its formation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. As of the Closing, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is not otherwise disclosed in the Disclosure Package.

  • Due Incorporation and Good Standing AVRS is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.

  • Incorporation and Good Standing of the Company The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of California and 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 qualify would not result in a Material Adverse Change.

  • Incorporation; Good Standing 43 7.1.2. Authorization. ...........................................................43 7.1.3. Enforceability. ..........................................................43 7.2.

  • Organization and Good Standing Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

  • Corporate Organization and Good Standing The Company is a corporation ---------------------------------------- duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly qualified and in good standing in all other states where the nature of its business or operations or the ownership of its property requires such qualification.

  • Qualification and Good Standing Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will not have a Material Adverse Effect.

  • Due Organization and Good Standing Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser is qualified to transact business in each jurisdiction in which such qualification is deemed necessary.

  • Organization and Good Standing of the Company The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate its properties and conduct its business in all material respects as described in the Registration Statement, the Time of Sale Information and the Prospectus. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a material adverse effect on the operations, business, prospects, properties, financial condition or results of operation of the Company and its Subsidiaries taken as a whole (a “Material Adverse Effect”).

  • Incorporation and Corporate Power The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

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