Organization, Authority and Subsidiaries. The Company has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization and is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify. The Company possesses all requisite power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the business, properties, management, financial position or results of operations or prospects of the Company.
Organization, Authority and Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Montana with corporate power and authority to own its properties and conduct its business as currently conducted, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of the State of Colorado and each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification, except where the failure to qualify does not constitute a Material Adverse Effect. Each Subsidiary of the Company, its jurisdiction of organization and all shares of capital stock or other voting securities of, or ownership interests in, each such Subsidiary are set forth on Schedule 3.1(a). Each Subsidiary of the Company has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization, with corporate, partnership, limited liability company or other entity power and authority to own its properties and conduct its business as currently conducted, and has been duly qualified as a foreign corporation, partnership, limited liability company or other entity for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification, except where the failure to qualify does not constitute a Material Adverse Effect.
Organization, Authority and Subsidiaries. (1) The Company and each of its subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect and, no Proceeding has been instituted, or to the Company’s Knowledge, threatened, in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
Organization, Authority and Subsidiaries. (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with all corporate power and authority to own its properties and conduct its business as currently conducted, and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, is duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification; each Subsidiary of the Company has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization, with all corporate power and authority to own its properties and conduct its business as currently conducted and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, is duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification.
Organization, Authority and Subsidiaries. The Company is an entity duly organized, validly existing and in good standing under the laws of the Jurisdiction of Organization and in its Organizational Form, with all requisite power and authority to own, lease and operate its properties and assets and conduct its business as presently conducted and proposed to be conducted. The Company is duly qualified to do business as a foreign entity and is in good standing under the Laws of each other jurisdiction in which the ownership or lease by the Company of its properties or assets or the conduct by the Company of its business makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect. Set forth on Schedule 2.1 is a list of each Person which the Company owns or controls, directly or indirectly, or in which the Company otherwise has any direct or indirect equity ownership, participation or similar interest (each such Person a “Company Subsidiary” and all such Persons, collectively, the “Company Subsidiaries”). Each Company Subsidiary is duly organized, validly existing and in good standing under the laws or its jurisdiction of organization, has all requisite power and authority to own, lease and operate its properties and assets and conduct its business as presently conducted and proposed to be conducted and is duly qualified to do business as a foreign entity and is in good standing under the laws of each other jurisdiction in which the ownership or lease by the Company Subsidiary of its properties or assets or the conduct by the Company Subsidiary of its business makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect. The Company is not a participant in any joint venture, partnership or similar arrangement. Prior to the Closing Date, the Company has delivered or made available to the Investors true, correct and complete copies of the Organizational Documents of the Company as amended and in effect as of the Closing Date.
Organization, Authority and Subsidiaries. The Company, Parent and each of the Company’s Subsidiaries has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization and is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify. The Company, Parent and each of the Company’s Subsidiaries possess all requisite power and authority and all material licenses, permits and authorizations necessary to own and operate their respective properties, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect (as hereinafter defined) (i) on the business, properties, management, financial position or results of operations or prospects of the Parent, the Company and each of the Company’s Subsidiaries taken as a whole or (ii) on the performance by the Company and the Guarantors of their obligations under the Exchange Securities and the Guarantees (each an “Issuer Material Adverse Effect”), to carry on their respective businesses as presently conducted and to carry out the Exchange and the transactions contemplated by this Agreement and the other Transaction Documents. Schedule 2.1(a) to this Agreement sets forth all of the direct and indirect Subsidiaries of the Parent and the Company and any other entity in which any of them owns an Equity Interest and the percentage ownership of such entity.
Organization, Authority and Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as currently conducted, and, has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. As of the date hereof, each of the Company’s Subsidiaries, their jurisdiction of organization and all shares of capital stock or other voting securities of, or ownership interests in, each such Subsidiary are set forth on Part 1 of Schedule 2.2(a). As of the Closing Date, each of the Company’s Subsidiaries, their jurisdiction of organization and all shares of capital stock or other voting securities of, or ownership interests in, each such Subsidiary will be as set forth on Part 2 of Schedule 2.2(a). Each Subsidiary of the Company has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization, with corporate, limited liability company or other entity power and authority to own its properties and conduct its business as currently conducted, and, as of the Closing Date, shall be duly qualified as a foreign corporation, limited liability company or other entity for the transaction of business and shall be in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification.
Organization, Authority and Subsidiaries. Each of the Subject Companies has been duly incorporated and validly exists as a sociedad anónima under the laws of Argentina. Each Subject Company is duly qualified to do business in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged, except where the failure to be so qualified or have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect. The information described in paragraphs (1) through and including (6) of the Recitals of this Agreement is true and correct. Except as disclosed in any Public Reports, none of the shares of any Subject Company will, as of the Closing Date, be subject to any lien, encumbrance, pledge, contractual restriction or third party right of any kind. Other than the Sociedad Anónima Centro de Movimiento de Energía (SACME), Edenor does not own, directly or indirectly, any equity or similar interest in any corporation, association or other entity.
Organization, Authority and Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business in all material respects as currently conducted, and, has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification (except where the failure to be so qualified would not be reasonably likely to have a Material Adverse Effect). Each Subsidiary of the Company has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization.
Organization, Authority and Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Cayman Islands, with corporate power and authority to own its properties and conduct its business in all material respects as currently conducted, and, except as has not had or would not be reasonably likely to have a Material Adverse Effect, has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. Each Subsidiary of the Company has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization, except that Wukong Shentong Search Co., Ltd. and Anjian Xingye Technology (Beijing) Company Limited are in the process of being dissolved and liquidated.
