Organization and Corporate Capacity. (i) The Purchaser:
(A) has been duly continued and validly exists;
(B) is in good standing under the Laws governing its formation; and
(C) has the requisite corporate and legal power and capacity to:
(I) own its assets as now owned; and
(II) carry on its business as it is now being carried on.
Organization and Corporate Capacity. Purchaser is duly incorporated and is validly existing and in good standing under the laws of England and Wales and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets. Parent is duly incorporated and is validly existing and in good standing under the laws of Jersey, Channel Islands and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets.
Organization and Corporate Capacity. Digital River has been duly organized and is validly existing and in good standing under the Applicable Laws governing its formation. Digital River owns all of the issued and outstanding shares of the Purchaser. The Purchaser has been duly incorporated and validly exists under the BCBCA and has been formed solely for the purpose of engaging in the transactions contemplated hereby and has not owned any assets, engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.
Organization and Corporate Capacity. Each of the Vendor and the Purchased Corporations have been duly organized and are validly existing and in good standing under the Business Corporations Act (British Columbia) and have the requisite corporate and legal power and capacity to own their assets as now owned and to carry on their businesses as now being carried on. The Purchased Corporations are duly qualified, licensed or registered to carry on business in British Columbia, the only jurisdiction where either of the Purchased Corporations carry on any business.
Organization and Corporate Capacity. Fission was duly incorporated and is validly existing and in good standing under the Canada Business Corporations Act and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets.
Organization and Corporate Capacity. The Parent has been duly organized and is validly existing and in good standing under the Laws of the State of Delaware. The Parent has the power and authority to own its property and to conduct its business as described in the Parent Public Disclosure Record and is duly qualified to transact business and is in good standing (to the extent such concept is recognized) in each jurisdiction in which the conduct of its business as currently conducted or its ownership or leasing of property requires such qualification, 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 on the Parent. The Purchaser has been duly organized and is validly existing and in good standing under the Laws of Canada. The Parent owns, directly or indirectly, all of the issued and outstanding shares of the Purchaser.
Organization and Corporate Capacity. Xxxxxxx was duly incorporated and is validly existing and in good standing under the Business Corporations Act (Ontario) and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets.
Organization and Corporate Capacity. Purchaser is duly amalgamated and is validly existing and in good standing under the laws of Ontario and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets. Each of Purchaser’s subsidiaries is duly formed and in good standing (or equivalent) under the Laws of its jurisdiction of formation.
Organization and Corporate Capacity. Cipher is duly incorporated and is validly existing and in good standing under the Business Corporations Act (Ontario) and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets.
Organization and Corporate Capacity. Newmarket was duly incorporated and is validly existing and in good standing under the OBCA and has all requisite corporate power and capacity to on its business as now conducted and to own, lease and operate its properties and assets.
