Organization and Organizational Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to enter into this Agreement and perform its obligations hereunder.
Organization and Organizational Power. The Purchaser is a société anonyme duly organized, validly existing and in good standing under the Laws of Luxembourg, with full corporate power and authority to enter into this Agreement and perform its obligations hereunder. The Merger Sub is a Delaware corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full corporate power and authority to enter into this Agreement and perform its obligations hereunder.
Organization and Organizational Power. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and the Company has all requisite corporate power and authority necessary to own and operate its properties and to carry on its businesses as now conducted. The Company is qualified to do business in every jurisdiction in which its ownership of property or the conduct of business as now conducted requires it to qualify, except where the failure to be so qualified has not had and would not reasonably be expected to have a Material Adverse Effect.
Organization and Organizational Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full corporate power and authority to enter into this Agreement and perform its obligations hereunder. The Company has all material requisite corporate power and authority necessary to own, lease and operate its properties and to carry on its businesses as they are now being conducted. The Company is duly qualified in all material respects to do business in every jurisdiction in which its ownership, leasing and operation of property or the conduct of its business as it is now being conducted requires it to qualify.
(b) The Company has made available to the Purchaser prior to the date hereof true and correct copies of the certificate of incorporation (and all certificates of designations, preferences and rights of the preferred stock issued and effective pursuant thereto) and by‑laws of the Company, each as currently in effect (collectively, the “Company Organizational Documents”). The Company is not in material violation of any provision of the Company Organizational Documents.
Organization and Organizational Power. Onex is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full corporate power and authority to enter into this Agreement and perform its obligations hereunder.
Organization and Organizational Power. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority and all authorizations, licenses and permits necessary to own and operate its properties and to carry on its businesses as now conducted, except where the failure to hold such authorizations, licenses and permits would not have a Material Adverse Effect. The Company is qualified to do business in every jurisdiction in which its ownership of property or the conduct of business as now conducted requires it to qualify, except where the failure to be so qualified would not have a Material Adverse Effect. Complete and correct copies of the organizational documents of the Company (as amended and in effect as of the date hereof) have been made available to the Purchaser.
Organization and Organizational Power. The Purchaser is a Delaware limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to enter into this Agreement and perform its obligations hereunder.
Organization and Organizational Power. The Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has all requisite corporate power and authority necessary to own its assets and carry on its business relating to the Products as currently conducted by it in the Territory immediately prior to the Closing, except where the absence of such power and authority would not have a Material Adverse Effect.
Organization and Organizational Power. The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, and the Company has all requisite limited liability company power and authority necessary to own and operate its properties and to carry on its businesses as now conducted. The Company is qualified to do business in every jurisdiction in which its ownership of property or the conduct of business as now conducted requires it to qualify, except where the failure to be so qualified has not had and would not reasonably be expected to have a Material Adverse Effect. Copies of the certificate of formation, limited liability company agreement and all other organizational documents (including all amendments and modifications thereto) of the Company have been made available to Purchaser, which are correct and complete and no amendments thereto are pending, and the Company is not in violation thereof.
Organization and Organizational Power. If such Seller is a legal entity, such Seller is duly organized, validly existing and in good standing under the laws of the state of its formation, and such Seller has all requisite corporate power and authority necessary to own and operate its properties and to carry on its business as now conducted. Such Seller is qualified to do business in every jurisdiction in which its ownership of property or the conduct of business as now conducted requires it to qualify, except where the failure to be so qualified has not had and would not have a Material Adverse Effect.
