Common use of Organization and Authority of Acquiror Clause in Contracts

Organization and Authority of Acquiror. Acquiror is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Acquiror has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Acquiror is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by Acquiror of this Agreement and any other Transaction Document to which Acquiror is a party, the performance by Acquiror of its obligations hereunder and thereunder and the consummation by Acquiror of the Transactions have been duly authorized by all requisite corporate action on the part of Acquiror. This Agreement has been duly executed and delivered by Acquiror, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of Acquiror enforceable against Acquiror in accordance with its terms. When each other Transaction Document to which Acquiror is or will be a party has been duly executed and delivered by Acquiror (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Acquiror enforceable against it in accordance with its terms.

Organization and Authority of Acquiror. Acquiror is a corporation duly organized, validly existing and in good standing under the Laws of the State Province of DelawareBritish Columbia. Acquiror has full corporate power and authority to enter into this Agreement and the other Transaction Documents Agreement, to which Acquiror is a party, and any documents delivered pursuant to this Agreement, to carry out its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby, subject to the approval of the SubCo Amalgamation Resolution by Acquiror. The execution and delivery by Acquiror of this Agreement and any other Transaction Document documents delivered pursuant to which Acquiror is a partythis Agreement, the performance by Acquiror of its obligations hereunder and thereunder and the consummation by Acquiror of the Transactions transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Acquiror. This Agreement has been duly executed and delivered by AcquirorXxxxxxxx, and (assuming due authorization, execution execution, and delivery by each other party hereto) Acquiree), this Agreement constitutes a legal, valid valid, and binding obligation of Acquiror enforceable against Acquiror in accordance with its terms. When each other Transaction Document document delivered pursuant to this Agreement, to which Acquiror is or will be a party party, has been duly executed and delivered by Acquiror (assuming due authorization, execution execution, and delivery by each other party thereto), such Transaction Document document will constitute a legal and binding obligation of Acquiror enforceable against it in accordance with its terms.;

Organization and Authority of Acquiror. Acquiror is a corporation duly organized, validly existing and in good standing under the Laws of the State of DelawareNevada. Acquiror has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Acquiror is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by Acquiror of this Agreement and any other Transaction Document to which Acquiror is a party, the performance by Acquiror of its obligations hereunder and thereunder and the consummation by Acquiror of the Transactions have been duly authorized by all requisite corporate action on the part of Acquiror. This Agreement has been duly executed and delivered by Acquiror, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of Acquiror enforceable against Acquiror in accordance with its terms. When each other Transaction Document to which Acquiror is or will be a party has been duly executed and delivered by Acquiror (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Acquiror enforceable against it in accordance with its terms.