Organization; Capacity and Authority. The Company is a corporation duly organized, validly existing and, as of the date hereof, in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and corporate authority to enter into and perform its obligations under this Agreement and to issue and sell the Shares in accordance with the terms hereof. The execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of the Company. The undersigned officer of the Company has full authority to execute this Agreement and to bind the Company thereby. This Agreement has been duly executed and delivered by the Company. This Agreement constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws affecting the enforceability of creditors' rights generally and to general principles of equity (regardless of whether enforcement is considered at law or in equity).
Organization; Capacity and Authority. (a) LMI has been duly organized and is validly existing and in good standing under the laws of the State of Delaware and has the full corporate power and authority to own its properties and to carry on its business as now being conducted. LMI is duly qualified and in good standing as a foreign corporation in the states set forth on Schedule 3.1(a) hereto and is not required to qualify in any other state as a foreign corporation, where the failure to do so would have a material adverse effect on its conduct of business. LMI has full corporate power and authority to enter into this Agreement and, subject to obtaining the approval of LMI's stockholders, to perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by the Board of Directors of LMI and no other corporate proceeding on the part of LMI is necessary to authorize this Agreement or the transactions contemplated hereby other than the approval of this Agreement and the transactions contemplated hereby by LMI's stockholders and holders of LMI debentures.
Organization; Capacity and Authority. 37 Noncontravention .............................................................................................37
Organization; Capacity and Authority. 2.1 The Group Company is private company limited by shares duly incorporated and validly existing under the Laws of Hong Kong. The Group Company has all requisite corporate power and authority to own and operate its assets and properties and to carry on its Businesses as currently conducted and proposed to be conducted. Prior to the Completion Date, Purchaser has been provided true and complete copies of the memorandum and articles of association of the Group Company (having attached to them copies of all resolutions and other documents required by law to be so attached and all amendments made to date and fully set out the rights and restrictions attaching to the share capital of the Group Company). The statutory books (including all registers but excluding the minute books and, for the avoidance of doubt, the accounting records) of the Group Company have been properly kept and contain a record of the matters which should be dealt with in those books and such record is accurate and complete in all material respects and no notice or allegation that any of them is incorrect or should be rectified has been received.
Organization; Capacity and Authority. Counterparty represents and warrants that it has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization, has all necessary power and authority to perform its obligations under each Transaction Document to which it is a party and to own or hold its properties and to conduct the business in which it is engaged and is duly qualified to do business in each jurisdiction in which the conduct of its business requires such qualification.
Organization; Capacity and Authority. (a) JBSI has been duly organized and is validly existing and in good standing under the laws of the State of Texas and has the full corporate power and authority to own its properties; to carry on its business as now being conducted and to perform its obligation under all contracts by which it is bound. JBSI is duly qualified and in good standing as a foreign corporation in the states set forth on Schedule 3.1(a) hereto and is not required to qualify in any other state as a foreign corporation, where the failure to do so would have a material adverse effect on the transactions contemplated hereby or on the business, assets, results of operations, financial condition or prospects ("collectively, a Material Adverse Effect") of JBSI.
Organization; Capacity and Authority. (a) Each of Group and QI has been duly organized and is validly existing and in good standing under the laws of the State of Delaware and Illinois, respectively, and has the full corporate power and authority to own its properties; to carry on its business as now being conducted and to perform its obligations under all contracts by which it is bound. Group is qualified and in good standing as a foreign corporation in the states set forth on Schedule 2.1(a) hereto and is not required to qualify in any other state as a foreign corporation, where the failure to do so would have a material adverse effect on the transactions contemplated hereby or on the business, assets, results of operations, financial condition or prospects (collectively, a "Material Adverse Effect") of Group.
Organization; Capacity and Authority. PITA KING has been duly organized and is validly existing and in good standing under the laws of the state of Nevada. PITA KING has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by the Shareholders and Board of Directors of PITA KING and no other corporate proceedings on the part of PITA KING are necessary to authorize this Agreement or the transactions contemplated hereby. The PITA KING Shareholders have full capacity to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement by the PITA KING Shareholders are duly authorized and no other proceeding or action on behalf of the PITA KING Shareholders is necessary to authorize the transactions contemplated hereby.
Organization; Capacity and Authority. (a) ETECH has been duly organized and is validly existing and in good standing under the laws of the State of Arizona and has the full corporate power and authority to own its properties; to carry on its business as now being conducted and to perform its obligation under all contracts by which it is bound. ETECH is duly qualified and in good standing as a foreign corporation in the states set forth on Schedule 3.1(a) hereto and is not required to qualify in any other state as a foreign corporation, where any failure to do so would have an adverse effect on the transaction contemplated hereby or on the business, assets, results of operations, financial condition or prospects individually or in the aggregate in excess of $100,000 (a "Material Adverse Effect") on ETECH.
Organization; Capacity and Authority. (a) IMPV has been duly organized and is validly existing and in good standing under the laws of the State of Delaware and has the full corporate power and authority to own its properties and to carry on its business as now being conducted. IMPV is duly qualified and in good standing as a foreign corporation in the states set forth on Schedule 4.1(a) hereto and is not required to qualify in any other state as a foreign corporation where the failure to do so would have a Material Adverse Effect on IMPV.
