Common use of Organization; Authority; Enforceability Clause in Contracts

Organization; Authority; Enforceability. (a) The Company (i) is duly organized or formed, validly existing, and in good standing (or the equivalent, and where such concept of good standing is applicable) under the Laws of Delaware, (ii) is qualified to do business and is in good standing (or the equivalent, and where such concept of good standing is applicable) as a foreign entity in the jurisdictions in which the conduct of its business or locations of its assets or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect and (iii) has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby.

Organization; Authority; Enforceability. (a) The Company (i) Nocturne has been duly incorporated as an exempted company with limited liability in the Cayman Islands and, until the occurrence of the Domestication, is duly organized or formed, and will be validly existing, existing and in good standing (or under the equivalentlaws of the Cayman Islands. Upon the occurrence of the Domestication, Nocturne will be duly incorporated, validly existing and where such concept of in good standing under the laws of the State of Delaware. Merger Sub is applicable) a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, . Each of Nocturne and Merger Sub is (iii) is qualified to do business and is in good standing (or the equivalent, and where such concept of good standing is applicable) as a foreign entity in the jurisdictions each jurisdiction in which the conduct of its business or locations of its assets or its leasingbusiness, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be and in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect and (iiiii) has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company Each of Nocturne and Xxxxxx Sub has the corporate requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby.

Organization; Authority; Enforceability. (a) The Company (i) is duly organized or formed, validly existing, and in good standing (or the equivalent, and where such concept of good standing is applicable) under the Laws of Delaware, (ii) is qualified to do business and is in good standing (or the equivalent, and where such concept of good standing is applicable) as a foreign entity in the jurisdictions in which the conduct of its business or locations of its assets or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect and (iii) has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, and has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby.

Organization; Authority; Enforceability. (a) The Company (i) is duly organized or formed, validly existing, and in good standing (or the equivalent, and where such concept of good standing is applicable) under the Laws of the State of Delaware, (ii) is qualified to do business and is in good standing (or the equivalent, and has equivalent status where such concept of good standing is applicable) as a foreign entity in the jurisdictions in which the conduct of its business or locations of its assets or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified or to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect Effect, and (iii) has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses business as presently conducted. The Company has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, thereby and has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby.

Organization; Authority; Enforceability. (a) The Company (i) Artius has been duly incorporated as an exempted company with limited liability in the Cayman Islands and, until the occurrence of the Domestication, is duly organized or formed, and will be validly existing, existing and in good standing (or under the equivalentlaws of the Cayman Islands. Upon the occurrence of the Domestication, Artius will be duly incorporated, validly existing and where such concept of in good standing under the laws of the State of Delaware. Merger Sub is applicable) a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, . Each of Artius and Merger Sub is (iii) is qualified to do business and is in good standing (or the equivalent, and where such concept of good standing is applicable) as a foreign entity in the jurisdictions each jurisdiction in which the conduct of its business or locations of its assets or its leasingbusiness, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be and in good standing (or the equivalent) would not reasonably be expected to have a an Artius Material Adverse Effect and (iiiii) has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company Each of Artius and Merger Sub has the corporate requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby.