Organisation and Authority. (a) The Purchaser duly and validly exists under the laws of its jurisdiction of incorporation or organisation and has all necessary company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby.
(b) The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorised by all requisite corporate action on the part of the Purchaser. No shareholders’ approval of the Purchaser or any of its Affiliates is required in order to consummate any transaction contemplated by this Agreement (including the securing of financing for such transaction).
(c) This Agreement has been duly executed and delivered by the Purchaser, and, assuming due authorisation, execution and delivery by the Sellers and subject to the conditions specified under Section 2.4(b), this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganisation or similar laws in effect that affect the enforcement of creditors’ rights generally, and by equitable limitations on the availability of specific remedies and by principles of equity.
Organisation and Authority. (a) The Seller duly and validly exists under the laws of Israel and, subject to the conditions specified under Sections 2.4(a) and 2.4(b)(iii), has all necessary company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby.
(b) Subject to the conditions specified under Sections 2.4(a) and 2.4(b)(iii), the execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been duly authorised by all requisite corporate action on the part of the Seller.
(c) This Agreement has been duly executed and delivered by the Seller, and (assuming due authorisation, execution and delivery by the Purchaser and subject to the conditions set under Sections 2.4(a) and 2.4(b)(iii)) this Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms. It being understood that the references to Section 2.4(b)(iii) in this Section 3.1 do not derogate from the Seller's obligation and responsibility to remove the Security Interests with respect to the Purchase Shares at the Closing.
Organisation and Authority. (a) The Purchaser duly and validly exists under the laws of Israel and subject to the conditions specified under Section 2.4(a), has all necessary company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby.
(b) Subject to the conditions specified under Section 2.4(a), the execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorised by all requisite corporate action on the part of the Purchaser.
(c) This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorisation, execution and delivery by the Seller and subject to the conditions specified under Sections 2.4(a) and 2.4(b)) this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.
Organisation and Authority. (a) Maxworthy duly and validly exists under the laws of British Virgin Islands and has all necessary company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby.
(b) Subject to the conditions specified under Section 2.4(a), the execution and delivery of this Agreement by Maxworthy, the performance by Maxworthy of its obligations hereunder and the consummation by Maxworthy of the transactions contemplated hereby have been duly authorised by all requisite corporate action on the part of Maxworthy and its shareholders.
(c) Each Seller other than Maxworthy has full legal capacity, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
Organisation and Authority. (a) The Seller duly and validly exists under the laws of Singapore and has all necessary company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby.
(b) Subject to the conditions specified under Section 2.5(c)(iii), the execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been duly authorised by all requisite corporate action on the part of the Seller and its shareholders.
(c) This Agreement has been duly executed and delivered by the Seller, and (assuming due authorisation, execution and delivery by the Purchaser and subject to the conditions set under Sections 2.5(a), 2.5(c)(iii) and 2.5(c)(iv)) this Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganisation or similar laws in effect that affect the enforcement of creditors’ rights generally, and by equitable limitations on the availability of specific remedies and by principles of equity.
Organisation and Authority. The Investor is an entity duly formed and validly existing under the laws of Luxembourg. The Investor has the requisite power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder. The execution and delivery and performance of this Agreement and the exercise of any Warrants and the completion by it of the transactions contemplated hereby and thereby have been duly authorised by all necessary action on the part of the Investor, its directors, and its shareholders. The subscription for the Shares pursuant to this Agreement by the Investor has been duly authorised by all necessary action on part of the Investor. This Agreement has been duly executed and delivered by the Investor or on its behalf and constitutes the valid and legally binding obligation of the Investor, enforceable against the Investor in accordance with its terms. The execution, delivery and performance of this Agreement and the subscription for Shares pursuant to this Agreement by the Investor and any transactions contemplated hereunder do not and will not conflict with or violate any provision of the Investor’s constitutional or governing documents or any laws or regulation to which the Investor is subject.
Organisation and Authority. Amarin is a limited liability company duly incorporated and validly existing in Ireland. Amarin has all the requisite legal and corporate power and authority to enter into this Termination and Assignment Agreement and perform its obligations under this Termination and Assignment Agreement. This Termination and Assignment Agreement is the valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms except as limited by applicable insolvency and other laws of general application affecting the enforcement of creditors’ rights generally.
Organisation and Authority. Elan is a limited liability company duly incorporated and validly existing in Ireland. Elan has all the requisite legal and corporate power and authority to enter into this Termination and Assignment Agreement and perform its obligations under this Termination and Assignment Agreement. This Termination and Assignment Agreement is the valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms except as limited by applicable insolvency and other laws of general application affecting the enforcement of creditors’ rights generally.
Organisation and Authority. The Seller is a corporation which is duly organised, validly existing, and in good standing under the laws of the State of Delaware, U.S.
A. The Seller has full corporate power, right and capacity to enter into this Agreement and to perform its obligations hereunder. The Seller's execution, delivery and performance of this Agreement have been duly authorised by all necessary corporate action on the part of the Seller.
Organisation and Authority. 3.2.1 Each of the Companies is duly organised and validly existing under the laws of The Netherlands or of Germany, as the case may be. Each of the Companies has the requisite corporate power and authority to own its property and to carry on its business as currently conducted.
3.2.2 Neither of the Companies has stopped or suspended payment of its debts, become unable to pay its debts, been declared bankrupt (in staat van faillissement verklaard), nor have any of the Companies been dissolved by a competent court. No order has been made, or action or request is pending in any jurisdiction, to declare any of the Companies insolvent and neither has any of the Companies petitioned for or been granted a suspension of payments (surseance van betaling) or similar procedure or action in The Netherlands or in Germany.
3.2.3 The Companies are not a party to a pending legal merger or a pending legal demerger, each within the meaning of Book 2 of the Dutch Civil Code, or any similar procedure in The Netherlands or in Germany.
3.2.4 To the Sellers' best knowledge, there are no material transactions entered into by the Companies capable of being set aside, stayed, reversed, avoided, or affected in whole or in part by any bankruptcy proceedings affecting the Companies or any of the Assets or any of the Companies' undertakings (whether or not such proceedings have been commenced) whether as transactions at undervalue, in fraud of or against the interests of creditors, preferences or paulian actions or similar concepts or legal principles.
