Mediton and Medishur, Incorporation Documents, Share Capital of Mediton and Medishur, the Sold Shares; Holdings Sample Clauses

Mediton and Medishur, Incorporation Documents, Share Capital of Mediton and Medishur, the Sold Shares; Holdings. 6.1.1 Mediton is a private limited company registered in Israel, limited by shares, formed on December 24, 1993 and its registration number with the Registrar of Companies is 511900888. Metidon’s records with the Registrar of Companies as appearing in the Registrar’s printout of Mediton information attached hereto as Exhibit 6.1.1 are complete, correct and accurate and contain no “misleading information”. 6.1.2 Medishur is a private limited company registered in Israel, limited by shares, formed on May 5, 1988 and its registration number with the Registrar of Companies is 511295263. Medishur’s records with the Registrar of Companies as appearing in the Registrar’s printout of Medishur information attached hereto as Exhibit 6.1.2 are complete, correct and accurate and contain no “misleading information”. 6.1.3 Mediton - Axxx Ltd. (“Axxx”) is a private limited company registered in Israel, limited by shares and fully (100%) owned by Mediton, with Axxx’s shares held by Mediton being Free and Clear. Axxx’s records with the Registrar of Companies as appearing in the Registrar’s printout of Mediton information attached hereto as Exhibit 6.1.3 are complete, correct and accurate and contain no “misleading information”. Driving One Hundred - Institute for Emergency Diagnosis and Training Ltd., Company No. 512991241, is a company fully owned by Mediton, which has not been operating since December 31, 2018, and has no any assets or liabilities. 6.1.4 The Group has full power and authority to own its assets and operate them, conduct its business in the same manner they are being conducted. Each of the Group companies is registered as an active company, and no actions or proceedings for deletion, winding up, liquidation, dissolution, receivership or other actions have been brought, and to the best knowledge of the Sellers there is no intention or threat to bring such actions or proceedings, against any of the Group’s companies. To the best knowledge of the Sellers, there is no impediment that may prevents the Group from conducting its business also after the Closing Date in the same manner they have been conducted so far.
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Related to Mediton and Medishur, Incorporation Documents, Share Capital of Mediton and Medishur, the Sold Shares; Holdings

  • 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.

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  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

  • 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.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Certificate of Incorporation and By-laws of the Surviving Corporation (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law.

  • 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.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Purchaser, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) Subject to the provisions of Section 6.05 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.

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