Organisation and Qualification. It is a person or a legal entity duly organised and validly existing under the laws of its jurisdiction of incorporation.
Organisation and Qualification. The Company, Resulting Company and each of their Subsidiaries are duly incorporated and validly existing under the laws of its jurisdiction of incorporation with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted.
Organisation and Qualification. The Company is a corporation duly incorporated and validly existing in good standing under the laws of the jurisdiction in which it is incorporated, and has the requisite corporate power and authorisation to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means (1) any material adverse effect on (i) the business, properties, assets, liabilities, operations, results of operations or financial condition of the Company and its subsidiaries, taken as a whole, or (ii) the authority or ability of the Company to perform its obligations under the Transaction Documents (as defined in Section 3A(b) below) or (2) the delisting of the Common Shares from the SEHK and the American Depository Receipts over the Common Shares from the NYSE; provided, however, that for purposes of clause (i) above, in no event shall any of the following exceptions, alone or in combination with the other enumerated exceptions below, be deemed to constitute, nor shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: (A) any effect resulting from compliance with the terms and conditions of, or from the announcement of the transactions contemplated by this Agreement, (B) any effect that results from changes affecting any of the industries in which the Company operates generally or the economy generally, (C) any effect that results from changes affecting general worldwide economic or capital market conditions, provided that any such changes in (B) and (C) do not substantially disproportionately affect the Company in any material respect (as otherwise such changes in (B) and (C) shall be regarded as having a Material Adverse Effect under this Section 3A(a)), or (D) any change in the Company’s stock price or trading volume, in and of itself, primarily resulting from any of the effects or changes described in the foregoing clauses (A), (B) or (C). Each subsidiary of the Company has been duly organised and is validly existing in good standing under the laws of its jurisdiction of organisation except t...
Organisation and Qualification. (a) The Company and each of its Subsidiaries is duly qualified to do business and is in good standing in every jurisdiction in which its ownership of material property or the nature of its Business makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.
(b) No resolution to alter the Constitution having a Material Adverse Effect has been passed or if passed will have a Material Adverse Effect.
(c) None of the following has occurred in relation to the Company or any of its Subsidiaries:
(i) no resolution for their winding up has been passed and no meeting of members or creditors has been convened for that purpose;
(ii) no winding up application has been made to a court, and no event has occurred which would entitle any person to apply to a court to wind them up in insolvency; GEM Capital Commitment Agreement Reference: EYF Legal/70269901_1
(iii) no composition or arrangement has been entered into with any of their creditors;
(iv) no demand has been received under section 459E of the Corporations Act or equivalent provision under any Applicable Corporate Laws;
(v) no receiver or other controller (as that expression is defined in the Corporations Act) has been appointed to them or any of their material assets;
(vi) none of the entities are externally administered bodies corporate (as that expression is defined in the Corporations Act);
(vii) none of the entities are insolvent within the meaning in section 95A of the Corporations Act;
(viii) no distress, execution or other similar order or process has been levied on any of their material property or assets;
(ix) none of the entities has received from ASIC any notice or warning of possible cancellation of registration of the Company which cannot be rectified within seven Business days of receipt; and
(x) no event has occurred which would entitle a person to take any proceeding or step the effect of which would result in the appointment of a receiver or receiver and manager, to the entity.
Organisation and Qualification. It is a person or a legal entity duly organised and validly existing under the laws of its legal registration jurisdiction.
Organisation and Qualification a) The Buyer is a company duly organised, validly existing and in good standing under the laws of its jurisdiction of incorporation with all requisite corporate power and authority to own, operate and lease its assets and to carry on its business as it is now being conducted.
Organisation and Qualification. Each of Weatherford and the Purchaser is a corporation, duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.
Organisation and Qualification. It is a duly organised corporation, or other legally recognised business organisation validly existing and in good standing under the laws of the Republic of Turkey, has the lawful power to engage in the business it presently conducts and contemplates conducting, and is or will be duly licensed or qualified and in good standing as a foreign corporation in any other jurisdiction wherein the nature of the business transacted by it, including performance of the Work, makes such licensing or qualification necessary.
Organisation and Qualification. The Vendor is a corporation duly organised, validly existing, and in good standing under the Corporations Law of Australia and has the requisite corporate power and authority to carry on the Business as it is now being conducted.
Organisation and Qualification. Each of the Purchasers is a corporation, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.
