Incorporation; Authority. The Company 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 or lease and operate its properties and to carry on its business as now conducted. The Company has delivered to LeukoSite complete and correct copies of its Certificate of Incorporation and by-laws, in each case with all amendments thereto, which Certificate of Incorporation and by-laws are in full force and effect.
Incorporation; Authority. Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its or his obligations hereunder. The execution and delivery of this Agreement and performance by Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of Purchaser. This Agreement, when delivered by Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of Purchaser, enforceable against it or him in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Incorporation; Authority. The Purchaser (i) is a duly incorporated and validly existing corporation in good standing under the laws of the State of Delaware and is duly qualified as a foreign corporation in any other jurisdiction in which it does business; and (ii) has all requisite power and authority to own, lease and operate the Purchased Assets and to carry on its business as presently conducted and to execute, deliver and perform its obligations under this Agreement and each other Transaction Agreement to which the Purchaser is a party.
Incorporation; Authority. If the Shareholder is a corporation or other legal entity, the Shareholder is a subsisting corporation or other entity under the laws of its incorporating jurisdiction. The Shareholder has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement enforceable by Purchaser against the Shareholder in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.
Incorporation; Authority. Each of LeukoSite and Merger Sub 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 or lease and operate its properties and to carry on its business as now conducted. LeukoSite is duly qualified or licensed to conduct its business and is in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified would have, or would be reasonably expected to have, a Material Adverse Effect on the Company.
Incorporation; Authority. It 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 or lease and operate its properties and to carry on its business as now conducted. It has delivered to the other copies of its certificate of incorporation and by-laws, in each case with all amendments thereto and as in full force and effect.
Incorporation; Authority. 15 6.2 Due Authorization; Binding Agreement...................... 15 6.3 No Violation or Conflict.................................. 16 6.4
Incorporation; Authority. Buyer is a corporation duly organized, ------------------------ validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to execute, deliver and perform this Agreement and all other agreements and instruments required to be executed by Buyer in connection with or pursuant hereto.
Incorporation; Authority. Each of Company and Savicell is duly incorporated and validly existing under the laws of the State of Nevada and the State of Israel, respectively, and has corporate power to own or lease its property and to carry on its business as now conducted and as proposed to be conducted pursuant to the Budget (as defined below). Each of Company and Savicell has obtained all necessary corporate and other authorizations and approvals to carry out its obligations hereunder. This Subscription Agreement when executed and delivered by or on behalf of the Company, shall be duly and validly authorized, executed and delivered by the Company and shall constitute the valid and legally binding obligations of the Company, legally enforceable against the Company in accordance with its respective terms. Each of the Company and Savicell is solvent, has not committed an act of bankruptcy, has not proposed a compromise/arrangement with its creditors generally and has not taken any proceedings in this respect, has not taken any proceedings to have itself declared bankrupt, has not taken any proceedings to have a receiver appointed over its assets, has not had any execution enforceable upon any of its assets, and has not taken any action for voluntary winding-up. There has not been, and there are currently no, petition/proceedings for a receiving/liquidation/ bankruptcy order filed against Company.
Incorporation; Authority. 12 Section 4.2
