Incorporation; Authorization; Etc. (a) Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, and is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, have a Material Adverse Effect. The copies of the certificate of incorporation and by-laws (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and complete.
(b) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of the Company's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings or actions on the part of the Company, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or by-laws of the Company or any of its Subsidiaries, (ii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest in any of the Com...
Incorporation; Authorization; Etc. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has full corporate power to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of Parent’s and Merger Sub’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other proceedings on the part of Parent and Merger Sub, their respective Boards of Directors and their respective stockholders or members. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (a) violate any provision of the charter or by-laws or similar organizational instrument of Parent, Merger Sub or any of their respective Subsidiaries, or (b) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien upon any of Parent’s, Merger Sub’s or any of their respective Subsidiaries’ assets or properties pursuant to, any Lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Parent, Merger Sub or any of their respective Subsidiaries is a party or by which Parent, Merger Sub or any of their respective Subsidiaries is bound. This Agreement has been duly executed and delivered by Parent and Merger Sub, and, assuming the due execution hereof by the Company, this Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity).
Incorporation; Authorization; Etc. 16 Section 3.2. Capitalization; Structure........................ 18 Section 3.3. Financial Statements............................. 19 Section 3.4. Undisclosed Liabilities.......................... 19 Section 3.5. Absence of Certain Changes....................... 19 Section 3.6. Properties....................................... 19 Section 3.7. Litigation; Orders............................... 20 Section 3.8. Intellectual Property............................ 20 Section 3.9. Labor Matters.................................... 21 Section 3.10. Compliance with Laws............................. 21 Section 3.11. Insurance........................................ 21 Section 3.12.
Incorporation; Authorization; Etc. Buyer is a corporation --------------------------------- duly incorporated, validly existing and in good standing under the laws of Delaware. Buyer has all requisite corporate power to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of Buyer's obligations hereunder and the consummation of the transactions contemplated hereby by Buyer have been duly and validly authorized by Buyer and no further corporate proceedings or actions on the part of Buyer, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance of this Agreement will not (i) violate any provision of the charter or bylaws or similar organizational instrument of Buyer, (ii) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any lien upon or the creation of a security interest in any of Buyer's assets or properties pursuant to, any Contract or Order to which Buyer is a party or by which Buyer is bound, or (iii) violate or conflict with any other material restriction of any kind or character to which Buyer is subject, that, in the case of clauses (ii) and (iii), would, individually or in the aggregate, reasonably be expected to have an Adverse Effect on Buyer or Buyer and its subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by Buyer, and, assuming the due execution hereof by Seller, this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Other than investors in Buyer, Buyer has no Affiliates.
Incorporation; Authorization; Etc. Buyer is a corporation duly organized, and validly existing under the laws of the State of Israel. Buyer has full corporate power to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of the Transaction Documents, the performance of Buyer’s obligations hereunder, including issuance of the Restricted Shares to Seller, and thereunder and the consummation of the transactions contemplated hereby and thereby at the Closing, shall have been duly and validly authorized by Buyer and no other corporate proceedings or actions on the part of Buyer, its Board of Directors or its shareholders shall be necessary at the Closing. This Agreement has been duly executed and delivered by Buyer, and, assuming the due execution hereof by Seller, this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. An updated and complete copy of the Memorandum and Articles of Association of Buyer was provided to Seller prior to the date hereof. Buyer has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, the failure of which does not have a material Adverse Effect on Buyer. Each of the Buyer and its subsidiaries is duly qualified or licensed to carry on its business as it is now being conducted, and is qualified to do business in each jurisdiction where the character of its properties owned or leased or the nature of its activities makes such qualification necessary, except for failures to be so qualified that would not have a material Adverse Effect.
Incorporation; Authorization; Etc. Buyer is duly organized, validly existing and in good standing under the laws of its formation. Buyer has full limited authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements, the performance of Buyer’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company proceedings on the part of Buyer. This Agreement and each of the Ancillary Agreements has been duly executed and delivered by Buyer and constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general, moratorium laws or by general principles of equity.
Incorporation; Authorization; Etc. Buyer is a business corporation duly organized and validly existing under the laws of the British Virgin Islands. Buyer has full power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party, the performance of Buyer’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary proceedings on the part of Buyer. This Agreement has been, and as of the Closing all of the Ancillary Agreements to be delivered by Buyer will be, duly executed and delivered by Buyer, and, assuming (except in the case of the Convertible Note) the due execution of Seller and any other parties thereto (other than Buyer), constitutes (or will constitute) the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with their terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, rehabilitation, receivership, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Incorporation; Authorization; Etc. (a) Each Business Entity is duly organized and validly existing and, with respect to those corporations organized under the laws of one of the states of the United States of America (a "U.S. CORPORATION"), in good standing, under the laws of the A-13 <PAGE> jurisdiction of its organization. Each of the Business Entities (i) has the requisite corporate or similar power and authority to own its properties and assets and to carry on its business as it is now being conducted and (ii) with respect to each U.S. Corporation, is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to be so organized or in good standing or to be duly qualified to transact business, or to have such power and authority, would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Business Entities, taken as a whole (a "PILLSBURY MATERIAL ADVERSE EFFECT"). Diageo is a public limited company duly incorporated and validly existing under the laws of England and Wales.
(b) Each of Diageo and Pillsbury has the requisite corporate or similar power to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of Diageo, the Pillsbury Stockholder and the Selling Affiliates has the requisite corporate or similar power and authority to execute the Stockholders Agreement and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Diageo and Pillsbury of this Agreement, the performance by Diageo and Pillsbury of their obligations hereunder and the consummation by Diageo and Pillsbury of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Diageo and Pillsbury and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and except for obtaining the approval of the shareholders of Diageo of the disposition of the Business Entities contemplated hereby (the "TRANSACTIONS") by the Required Diageo Vote, no other corporate proceedings on the part of Diageo or Pillsbury, their respective Boards of Directors or shareholders are necess...
Incorporation; Authorization; Etc. Each of Goodyear and Kxxxx is a corporation duly organized, validly existing and in good standing under the Laws of its state of incorporation. Goodyear Mexico is a sociedad de responsabilidad limitada, duly organized, validly existing and in good standing under the Laws of Mexico. Goodyear Canada is a corporation, duly organized, validly existing and in good standing under the Laws of Ontario. Each Seller is duly authorized to conduct business as a foreign corporation and is in good standing in each jurisdiction in which the ownership of the Purchased Assets owned by it or the performance of the Assumed Contracts or the Assumed Leases to which it is a party makes such qualification necessary. Each Seller has all requisite corporate or organizational power and authority to own Purchased Assets owned by it, to perform the Assumed Contracts and the Assumed Leases to which it is a party. Each Seller has all requisite corporate or organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party have been duly and validly authorized by all necessary corporate or organizational proceedings on the part of each Seller. This Agreement has been and when executed and delivered the Ancillary Agreements to which each of them is a party, will be duly and validly executed and delivered by each Seller and, assuming the due authorization, execution and delivery hereof by Purchaser, constitutes a valid and binding obligation of each Seller, enforceable against such Seller in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles and limitations on the availability of equitable relief (whether invoked in a proceeding at law or in equity).
Incorporation; Authorization; Etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Massachusetts. The Company (i) has all requisite corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted; (ii) is in good standing, and is duly licensed, authorized or qualified to transact business in each jurisdiction in which the ownership or lease of real property or the conduct of its business requires it to be so qualified; and (iii) has all government licenses, permits, approvals and other authorizations necessary to own its properties and assets and carry on its business as it is now being conducted.
(b) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not (i) violate any provision of the Company's Articles of Organization or By-laws, (ii) violate any provision of, or be an event that is, or with the passage of time will result in, a violation of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any lien upon or the creation of a security interest in any of the Shares or any of the Company's assets or properties pursuant to any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which the Company or Shareholder is a party or by which either of them is bound, or (iii) violate or conflict with any other restriction of any kind or character to which the Company or Shareholder is subject. Section 4.2.
