Organization and Standing; Corporate Power and Authority. Transferee is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri, and has full corporate power and authority to make and perform this Agreement, and to perform the transactions contemplated by this Agreement. This Agreement and all other agreements and instruments executed and delivered by Transferee in connection herewith have been duly executed and delivered by Transferee. This Agreement and the transactions and other agreements and instruments contemplated by this Agreement have been duly approved by the board of directors of Transferee (approval of Transferee's shareholders not being required), and constitute the valid and binding obligations of Transferee, enforceable in accordance with their respective terms.
Organization and Standing; Corporate Power and Authority. Transferee is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois, and has full corporate power and authority to make and perform this Agreement, and to perform the transactions contemplated by this Agreement. This Agreement and all other agreements and instruments executed and delivered by Transferee in connection herewith have been duly executed and delivered by Transferee. This Agreement and the transactions and other agreements and instruments contemplated by this Agreement have been duly approved by the board of directors of Transferee (approval of Transferee's shareholders not being required), and constitute the valid and binding obligations of Transferee, enforceable in accordance with their respective terms.
Organization and Standing; Corporate Power and Authority. Buyer is a limited liability corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full power and authority to make and perform this Agreement, and to perform the transactions contemplated by this Agreement. This Agreement and all other agreements and instruments executed and delivered by Buyer in connection herewith have been duly executed and delivered by Buyer. This Agreement and the transactions and other agreements and instruments contemplated by this Agreement have been duly approved by the members of Buyer, and constitute the valid and binding obligations of Buyer, enforceable in accordance with their respective terms.
Organization and Standing; Corporate Power and Authority. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio.
Organization and Standing; Corporate Power and Authority. Buyer is a company duly organized, validly existing and in good standing under the laws of Hong Kong. Buyer has all requisite power and authority (including corporate) to enter into the Transaction Documents and perform its obligations hereunder and thereunder. The Transaction Documents have been, or upon execution thereof will be, duly executed and delivered by Buyer. The Transaction Documents constitute the valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, subject to Laws of general application relating to or affecting the enforcement of creditors’ rights generally and to general principles of equity. The Transaction Documents and the transactions contemplated thereby and hereby have been duly approved by all corporate action required by Law, and no other corporate proceedings on the part of Buyer or its shareholder(s) are necessary to authorize the Transaction Documents or to consummate the transactions contemplated thereby and hereby.
Organization and Standing; Corporate Power and Authority. (a) Each of the Sellers and each of the Subject Companies is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation.
Organization and Standing; Corporate Power and Authority. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and has all requisite authority and power (corporate and other), licenses, authorizations, consents and approvals to carry on its business, to own, hold and operate its properties and assets, and to enter into this Agreement.
Organization and Standing; Corporate Power and Authority. The -------------------------------------------------------- Purchaser and Trans World each is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. The Purchaser and Trans World each has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement and the transactions and other agreements and instruments contemplated by this Agreement have been duly approved by all necessary corporate action on the part of the Purchaser and Trans World, have been executed and delivered by the Purchaser and Trans World, as applicable, and constitutes the valid and binding obligations of the Purchaser or Trans World, as applicable, enforceable in accordance with their respective terms.
Organization and Standing; Corporate Power and Authority. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. The Transaction Documents have been, or upon execution thereof will be, duly executed and delivered by Buyer, as the case may be. This Agreement and the transactions and other agreements and instruments contemplated hereby have been duly approved by the Directors of Buyer and, assuming the due authorization, execution and delivery by Seller and Xxxxxx, constitute the valid and binding obligations of Buyer, enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors rights and remedies generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought.
Organization and Standing; Corporate Power and Authority. The Company is a corporation duly organized and validly existing under the laws of New York. The Company has all requisite corporate power and authority to sell, own, lease and operate its assets, properties and business and to carry on its business as now being conducted.
