Organization and Business; Power and Authority; Effect of Transaction Sample Clauses

Organization and Business; Power and Authority; Effect of Transaction. (a) ATS is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted. (b) ATS has all requisite corporate power and corporate authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions; and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ATS. This Agreement has been duly executed and delivered by ATS and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by ATS will constitute, legal, valid and binding obligations of ATS, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and the obligations of debtors generally and by general principles of equity. (c) Except for matters which would have no material adverse effect on ATS, neither the execution and delivery by ATS of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by ATS of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by ATS: (i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of ATS or any Applicable Law on the part of ATS, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of ATS; or (ii) will require ATS to make or obtain any Governmental Authorization, Governmental Filing or Private Authorization including without limitation under the FCA.
Sample 1Sample 2Sample 3See All (129)
AutoNDA by SimpleDocs
Organization and Business; Power and Authority; Effect of Transaction. (a) The Company is a limited liability company, duly organized, validly existing and in good standing under the Laws of the State of Delaware, and possesses all requisite organizational power and authority to own, lease and operate its assets as now owned or leased and operated and is duly qualified and in good standing in each other jurisdiction in which the character of the assets owned or leased by such Entity requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Section 4.1(a) of the Disclosure Schedule contains a complete and accurate list of the jurisdictions of organization of the Company and any other jurisdictions in which each such Entity is qualified to do business. (b) The Company has all requisite power and authority necessary to execute and deliver, and to perform its obligations under each Transaction Document to which it is a party and to consummate the transactions contemplated thereby; and the execution, delivery and performance by the Company of each Transaction Document to which it is a party have been duly authorized by all requisite limited liability company action. (c) Upon the consummation of the transactions contemplated hereby, the Purchaser will own the Membership Interests free and clear of any Liens. (d) The Sellers have provided to the Purchaser correct and complete copies of the Organizational Documents of the Company (each as amended to date). The Company is not in default under, or in violation of, any provision of its Organizational Documents. (e) The Membership Interests constitute one hundred percent (100%) of the outstanding equity interests of the Company, and the Membership Interests are duly authorized, validly issued, and fully paid. Other than the Membership Interests, there are no other issued and outstanding membership interests in the Company and there are no outstanding or authorized options, warrants, rights, rights of first refusal or rights of first offer, agreements or commitments to which the Company is a party or which is binding upon the Company relating to the issuance, disposition or acquisition of any equity interests in the Company. Other than the rights of the Designated Employees to receive a percentage of proceeds in the event of certain transactions involving the Company, there are no outstanding or authorized appreciation, phantom equity or similar rights with respect to the Company. None of the Membership Int...
Sample 1
Organization and Business; Power and Authority; Effect of Transaction. (i) [***] is a company with limited liability duly formed, validly existing and in good standing under the laws of the jurisdiction where the Tower Assets are located. [***] has full corporate authority and power to enter into the transactions provided in this Agreement. (ii) The execution, delivery and performance of this Agreement and all of the documents and instruments required hereby of [***] and the consummation by [***] of the transactions contemplated hereby and thereby are within the corporate power of [***] and have been duly authorized by all necessary company action by [***]. [***] and those persons executing this Agreement on its behalf in a representative capacity have legal capacity to execute and deliver this Agreement. This Agreement is the valid and binding obligations of [***], enforceable against it in accordance with the documents’ respective terms, subject only to bankruptcy, insolvency, reorganization, moratoriums or similar laws at the time in effect affecting the enforceability or right of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies). (iii) Neither the execution and delivery by [***] of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with the terms, conditions and provisions hereof or thereof by [***] will conflict with, or result in a breach or violation of, [***]’s articles of incorporation, bylaws or shareholders’ agreement, any Applicable Law to which [***] is subject, or any court or administrative order or process, or any material contract, agreement, arrangement, commitment or plan to which [***] is a party or by which [***] is bound.
Sample 1Sample 2
Organization and Business; Power and Authority; Effect of Transaction. Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, has all requisite power and authority to own and operate the Tower Assets and will, prior to the Closing Date, be duly qualified and in good standing as a foreign limited liability company in each other jurisdiction in which the ownership and operation of the Tower Assets requires such qualification except for such qualifications the failure of which to obtain, individually or in the aggregate, would be reasonably likely not to have a Material Adverse Effect on Purchaser. Neither the execution and delivery by Purchaser of this Agreement or any Collateral Document, nor the consummation of the Purchase, nor compliance with the terms, conditions and provisions hereof or thereof by Purchaser will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of Purchaser or any Applicable Law.
Sample 1
Organization and Business; Power and Authority; Effect of Transaction. Such Party is a corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified to do business and is in good standing in each jurisdiction where the ownership or operation of its assets or conducting its business requires such qualification. Such Party has all requisite power and authority necessary to enable it to execute and deliver, and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement will not (i) conflict with, or result in a breach or violation of, or constitute a default under, any corporate governance document of such Party or any law to which such Party is subject, (ii) result in a breach of, constitute a default under, result in the acceleration of, create in any person the right to accelerate, terminate, modify or cancel, or require any consent or notice under any agreement, contract, lease, license, instrument or other arrangement to which such Party is a party or by which it is bound.
Sample 1
Organization and Business; Power and Authority; Effect of Transaction. (a) Each of Seller and Parent is a corporation or limited company duly organized, validly existing and in good standing under the Laws of its jurisdiction, in each case to the extent such concepts exist in such jurisdiction, and is duly qualified to do business and in good standing, where applicable, in every jurisdiction where the operation of its business or ownership of its assets requires it to be so qualified or in good standing. Each of Parent and Xxxxxx is, and after giving effect to the Transactions (assuming the accuracy of the representations and warranties set forth in Article IV) will be, solvent. (b) Each Group Company is a corporation or limited liability company duly organized, validly existing and in good standing under the Laws of its jurisdiction, in each case to the extent such concepts exist in such jurisdiction, and, except as would not be material to the Company Group, is duly qualified to do business as a foreign corporation and in good standing, where applicable, in every jurisdiction where the operation of its business or ownership of its assets requires it to be so qualified or in good standing. Each Group Company has the requisite power and authority to own or lease and operate its assets as and where currently owned, operated and leased and to carry on (i) as of the Agreement Date, the Business Pre-PCA and (ii) as of the Closing Date, the Business, in all material respects in the manner that it was conducted immediately prior to the date of this Agreement. Each Group Company has not initiated or is subject to any bankruptcy, dissolution or liquidation proceedings and, to the Company’s knowledge, there are no grounds for such proceedings. There are no restrictions of any kind that prevent or restrict the payment of dividends or other distributions by any Group Company other than those imposed by the Applicable Laws of general applicability of their respective jurisdictions of organization or those set forth in Company Organizational Documents. The Company Organizational Documents of the Company are in full force and effect and the Company is not in material default under or in material violation of any provision thereof, and no other organizational documents are applicable to or binding upon the Company.
Sample 1
Organization and Business; Power and Authority; Effect of Transaction. (a) Each of Buyer and Buyer Sub is an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, and except as would not be material to Buyer, is duly authorized and qualified under Laws to carry on its business in the places and in the manner now conducted. Neither of Buyer nor Buyer Sub is in material violation of any of the provisions of its organizational documents. (b) Xxxxx and Xxxxx Sub each has the requisite power and authority to enter into this Agreement and each Ancillary Document to which it is a party, and perform their respective obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and each Ancillary Document to which it is a party has been approved by the requisite corporate action on the part of Buyer or Buyer Sub. No additional corporate action on the part of Buyer or Buyer Sub is necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which each is a party and the consummation by Xxxxx and Buyer Sub of the Transactions. This Agreement has been duly executed and delivered by each of Buyer and Buyer Sub, and, assuming due authorization, execution and delivery hereof by Parent and Seller, constitutes, and each Ancillary Document executed or required to be executed pursuant hereto or thereto or to consummate the Closing, when executed and delivered by Buyer or Buyer Sub, as applicable will constitute, a legal, valid and binding obligation of each of Buyer and Buyer Sub, as applicable, enforceable against such party in accordance with its respective terms, except to the extent of the Enforceability Exceptions.
Sample 1
AutoNDA by SimpleDocs
Organization and Business; Power and Authority; Effect of Transaction. (a) Ewinx xxd each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, as the case may be, has all requisite power and authority (corporate and otherwise) to own or hold under lease its properties and to conduct its business as now conducted and is duly qualified and in good standing as a foreign corporation in each
Sample 1

Related to Organization and Business; Power and Authority; Effect of Transaction

  • Organization and Authority of Seller (a) Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware, except where the failure to be in good standing would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the ability of Seller and its Subsidiaries to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. Seller (or, if applicable, a Subsidiary of Seller) has all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is or will be a party, carry out its obligations hereunder and thereunder and consummate the transactions contemplated by this Agreement or the Ancillary Agreements (including all power and authority to sell, assign, transfer and convey the Shares as provided by this Agreement and to effect the Restructuring). (b) The execution and delivery by Seller of this Agreement and any Ancillary Agreements to which it (or, if applicable, a Subsidiary of Seller) is or will be a party, the performance by Seller (or, if applicable, a Subsidiary of Seller) of its obligations hereunder and thereunder and the consummation by Seller (or, if applicable, a Subsidiary of Seller) of the transactions contemplated hereby and thereby have been and, in the case of the transactions contemplated by the Ancillary Agreements and the Restructuring, will be prior to Closing, duly and validly authorized and approved by all requisite corporate or other similar action on the part of Seller (or, if applicable, a Subsidiary of Seller). (c) This Agreement has been duly and validly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar Laws affecting creditors’ rights generally and by general equity principles (the “Enforceability Limitations”). (d) Each of the Ancillary Agreements to which Seller or its Subsidiary is or will be a party has been or will be duly and validly executed and delivered by Seller or such Subsidiary, and (assuming due authorization, execution and delivery by the other party or parties thereto) constitutes or will constitute a legal, valid and binding obligation of Seller or such Subsidiary enforceable against Seller or such Subsidiary in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations.

  • Organization and Authority of the Purchaser The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholders. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

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

  • Organization and Authorization The Investor is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority to purchase and hold the securities issuable hereunder. The decision to invest and the execution and delivery of this Agreement by such Investor, the performance by such Investor of its obligations hereunder and the consummation by such Investor of the transactions contemplated hereby have been duly authorized and requires no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments (including, without limitations, the Registration Rights Agreement), on behalf of the Investor. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

  • Organization and Authority The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

  • Organization and Good Standing; Power and Authority Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Massachusetts. Subject to the receipt of the Regulatory Approval, Buyer has all requisite power and authority to execute, deliver, and perform its obligations under this Agreement.

  • Organization, Good Standing and Authority The Vessel Owning Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the Republic of Liberia. The Vessel Owning Subsidiary has full corporate power and authority to carry on its business as it is now, and has since its incorporation been, conducted, and is entitled to own, lease or operate the properties and assets it now owns, leases or operates and to enter into legal and binding contracts. No meeting has been convened or resolution proposed or petition presented and no order has been made to wind up the Vessel Owning Subsidiary.

  • Due Organization and Authorization Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

  • Organization, Qualification and Authority Explore is a corporation duly ----------------------------------------- organized, validly existing and in good standing in the State of Nevada, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Explore does not own stock or equity interest in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization. Since the date of its organization and incorporation or formation, Explore has consistently observed and operated within the corporate formalities of the jurisdictions in which it is organized and/or conducts its business, has consistently observed and complied with the general corporation law of such jurisdictions and has been duly qualified to do business as a foreign corporation in all relevant jurisdictions. Explore has the full right, power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted. Subject to obtaining requisite approval of the shareholders of Explore, Explore has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement, to consummate the transactions contemplated on the part of Explore hereby, and to take all actions necessary to permit or approve the actions of Explore taken in connection with this Agreement. Subject to obtaining requisite approval of the shareholders of Explore, the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Explore have been duly authorized by all necessary corporate action on the part of Explore, respectively. No other action on the part of Explore, or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith, other than such shareholder approval. This Agreement and all other agreements and documents executed in connection herewith by Explore and, upon due execution and delivery thereof, will constitute the valid and binding obligations of Explore, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

  • Organization; Power and Authority The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!