Organization and Standing; Power and Authority. Radius is a corporation duly organized and validly existing under the laws of the State of Delaware and has the requisite corporate power and authority to (a) own and operate its properties and assets, (b) conduct its business as currently conducted, (c) execute and deliver this Agreement and the Amended and Restated Stockholders’ Agreement among Radius and the other parties thereto including those summarized in the Term Sheet in the form attached as Attachment A, with such changes and additional provisions as may be made by Radius after the date hereof in connection with the negotiation by Radius of the closing documents for the Series A-1 Financing with prospective investors in the Series A-1 Financing (the “Stockholders’ Agreement” and collectively with this Agreement the “Transaction Documents”), (d) issue and sell the Series A-5 Preferred Stock, and (e) perform its obligations pursuant to the Transaction Documents and the Restated Certificate.
Organization and Standing; Power and Authority. Transferor 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 operate the Business, to own or lease the Acquired Assets, to carry on its Business as now being conducted, and to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. This Agreement and all other agreements and instruments executed and delivered or to be executed and delivered by Transferor in connection herewith (collectively, the "Transaction Documents") have been, or upon execution thereof will be, duly executed and delivered by Transferor, as the case may be. This Agreement and the transactions and other agreements and instruments contemplated hereby have been duly approved by the Board of Directors of Transferor, and constitute the valid and binding obligations of Transferor, enforceable in accordance with their respective terms.
Organization and Standing; Power and Authority. Seller 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 operate the Business, to own or lease the Acquired Assets, to carry on the Business as now being conducted, and to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. Except as disclosed on Schedule 5.1(a), Seller has no subsidiary corporations, owns no interest, direct or indirect, in any other business enterprise, firm or corporation, and is the only business enterprise, firm or corporation through which the Business (or any business competing with or similar to the Business) is conducted, or which owns, leases or uses assets related to the Business. Seller is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the ownership or lease of the Acquired Assets or the operation of the Business requires such qualification, except where any failure to be so qualified would not result in a Material Adverse Effect. This Agreement and all other agreements and instruments executed and delivered or to be executed and delivered by Seller in connection herewith (collectively, the “Transaction Documents”) have been, or upon execution thereof will be, duly executed and delivered by Seller. The Transaction Documents have been duly approved by the Board of Directors of Seller, and, subject to the approval of the stockholders of Seller in accordance with Delaware law, constitute or will upon execution and delivery constitute the valid and binding obligations of Seller, enforceable in accordance with their respective terms.
Organization and Standing; Power and Authority. Transferor 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 operate the Plant, to own or lease the Acquired Assets, and to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. This Agreement and all other agreements and instruments executed and delivered or to be executed and delivered by Transferor in connection herewith (collectively, the "Transaction Documents") have been, or upon execution thereof will be, duly executed and delivered by Transferor, as the case may be. This Agreement and the transactions and other agreements and instruments contemplated hereby have been duly approved by the board of directors of Transferor and constitute the valid and binding obligations of Transferor, enforceable in accordance with their respective terms.
Organization and Standing; Power and Authority. HON is a corporation duly organized, validly existing and in good standing under the laws of the State of Iowa, and has full corporate power and authority to operate its business, to own or lease its assets and to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. HON is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the ownership or lease of its assets or the operation of its business requires such qualification, except where the failure to be so qualified or licensed would not have a Material Adverse Effect on HON. This Agreement and all other Transaction Documents to be executed and delivered by HON in connection herewith have been, or upon execution thereof will be, duly executed and delivered by HON. This Agreement and the transactions and other agreements and instruments contemplated hereby have been duly approved by the Board of Directors of HON, in accordance with applicable law, and constitute the valid and binding obligations of HON, enforceable in accordance with their respective terms.
Organization and Standing; Power and Authority. (i) CTI 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 operate the Business, to own or lease the Acquired Assets, to carry on the Business as now being conducted, and to make and perform this Agreement, and the transactions and other agreements and instruments contemplated by this Agreement. CTI has no subsidiary corporations and owns no interest, direct or indirect, in any other business enterprise, firm or corporation. CTI is qualified to do business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect upon the Business or the Acquired Assets.
(ii) This Agreement, and all other agreements and instruments to be executed and delivered by CTI in connection herewith, when executed and delivered by CTI, shall have been duly executed and delivered by CTI. This Agreement and the transactions and other agreements and instruments contemplated hereby for CTI have been duly approved by the Directors and sole stockholder of CTI, subject to approval by the requisite number of stockholders of Buffton, and constitute, or shall constitute, the valid and binding obligations of CTI, enforceable in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, receivership, moratorium, conservatorship, reorganization or other laws of general application affecting the rights of creditors generally or by general principals of equity ("Debtor Relief Laws"). ------------------
(iii) Summatronix 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 operate its business, to own or lease its assets, to carry on its business as now being conducted, and to make and perform this Agreement, and the transactions and other agreements and instruments contemplated by this Agreement. Summatronix is qualified to do business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect upon its business or its assets.
(iv) This Agreement, and all other agreements and instruments to be executed and delivered by Summatronix in connection herewith, when executed and delivered by Summatronix, shall have been duly executed and delivered by Summatronix. This Agreement and the transactions and other agreements and instrume...
Organization and Standing; Power and Authority. (i) 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 make and perform this Agreement, and to perform the transactions contemplated by this Agreement, and is a wholly owned subsidiary of Xxxxxxx.
(ii) This Agreement and all other agreements and instruments executed and delivered by Buyer in connection herewith, when executed and delivered by Buyer, shall have been duly executed and delivered by Buyer. This Agreement and the transactions and other agreements and instruments contemplated by this Agreement for execution or performance by Buyer have been duly approved by the directors of Buyer (approval of Buyer's stockholders not being required), and constitute the valid and binding obligations of Buyer, enforceable in accordance with their respective terms, subject to the Debtor Relief Laws.
(iii) Xxxxxxx 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 make and perform this Agreement, and to perform the transactions contemplated by this Agreement.
(iv) This Agreement and all other agreements and instruments to be executed and delivered by Xxxxxxx in connection herewith, when executed and delivered, shall have been duly executed and delivered by Xxxxxxx. This Agreement and the transactions and other agreements and instruments contemplated by this Agreement for execution or performance by Xxxxxxx have been duly approved by the Executive Committee of the board of directors of Xxxxxxx (approval of Xxxxxxx'x board of directors and stockholders not being required), and constitute the valid and binding obligations of Xxxxxxx, enforceable in accordance with their respective terms, subject to the Debtor Relief Laws.
Organization and Standing; Power and Authority. Seller is a non-profit corporation, duly organized, validly existing and in good standing under the laws of the state of Washington. This Agreement has been duly authorized, executed and delivered by Seller, and assuming it is executed and delivered by Buyer, this Agreement is valid and binding obligation of Seller. No other authorization or approvals, whether of governmental bodies or otherwise, will be necessary in order for Seller to enter into this Agreement. Neither the execution and delivery of this Agreement, nor the consummation of transactions contemplated hereunder, will (i) conflict with or result in the breach of any law, regulation, writ, injunction or decree of any court or governmental instrumentality applicable to Seller; or (ii) constitute a breach of any evidence of indebtedness or agreement to which Seller is a party or by which Seller is bound. Seller has the full power and authority to own the Real Property and Assets and to carry out the transactions contemplated hereby.
Organization and Standing; Power and Authority. Buyer is a municipal corporation duly organized and validly existing under the laws of the state of Washington. Except for the approval of Buyer’s Board authorizing Buyer’s purchase of the Real Property and Assets, no authorizations or approvals, whether of governmental bodies or otherwise, will be necessary in order for Buyer to enter into this Agreement and to perform its obligations as set forth herein. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereunder, will conflict with or result in the breach of any law, regulation, writ, injunction or decree of any court or governmental instrumentality applicable to Buyer.
Organization and Standing; Power and Authority. Parent 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 carry on its business as now being conducted, and to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. This Agreement and all other agreements and instruments executed and delivered or to be executed and delivered by Parent in connection herewith have been, or upon execution thereof will be, duly executed and delivered by Parent, as the case may be. This Agreement and the transactions and other agreements and instruments contemplated hereby have been duly approved by the Board of Directors of Parent, and constitute the valid and binding obligations of Parent, enforceable in accordance with their respective terms.
