Organization, Corporate Power and Qualification. The Company is a public company duly organized and validly existing under the laws of the State of Israel and has all requisite corporate power and authority to conduct its business as and to the extent now conducted and to own, use and lease its assets and properties. Each of SP1 and SP2 is a private limited liability company duly organized and validly existing under the laws of the State of Israel and has all requisite corporate power and authority to conduct its business as and to the extent now conducted and to own, use and lease its assets and properties. The Company has made available to the Purchasers true, correct and complete copies of all Organizational Documents of each of SP1 and SP2.
Organization, Corporate Power and Qualification. The Seller is a public company duly organized and validly existing under the laws of the State of Israel and has all requisite corporate power and authority to (a) conduct its business as and to the extent now conducted and to own, use and lease its assets and properties, and (b) execute and deliver this Agreement and the other Transaction Documents to which it is a party and, subject to the satisfaction of the conditions to Closing, to consummate the transactions and perform its obligations contemplated hereby and thereby (including the right, authority and power to sell, assign and transfer the Purchased Shares to the Purchasers in accordance with the terms of this Agreement). The Company is a public company duly organized and validly existing under the laws of the State of Israel and has all requisite corporate power and authority to conduct its business as and to the extent now conducted and to own, use and lease its assets and properties. Each of SP1 and SP2 is a private limited company duly organized and validly existing under the laws of the State of Israel and has all requisite corporate power and authority to conduct its business as and to the extent now conducted and to own, use and lease its assets and properties.
Organization, Corporate Power and Qualification. In the case of Purchaser A, such Purchaser is a Cayman Islands exempt limited partnership duly organized, validly existing under the laws of the Cayman Islands, or in the case of Purchaser B, an Israeli company duly organized, validly existing under the laws of the State of Israel, and has all requisite corporate power and authority to execute and deliver this Agreement and all other Transaction Documents to which it is a party and to consummate the transactions and perform its obligations contemplated hereby and thereby (including the right, authority and power to purchase and acquire the Purchased Shares and subscribe and acquire the Subscribed Shares in accordance with the terms of this Agreement).
Organization, Corporate Power and Qualification. NBC and its subsidiaries are validly existing and in good standing with all applicable authorities and are duly qualified to do business in each jurisdiction in which such corporation and its subsidiaries conduct business. NBC has the corporate power and authority and has received all appropriate regulatory authorizations to own or lease all of its properties and to carry on its businesses as they are now being conducted.
Organization, Corporate Power and Qualification. Buyer is duly organized, validly, existing and in good standing as a limited liability company under the laws of the state of Texas.
Organization, Corporate Power and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to (a) own and hold its properties and to carry on its business as now conducted and as currently proposed to be conducted, (b) execute, deliver and perform its obligations under this Agreement, the Senior Notes, the Warrants and any other agreements contemplated hereby or thereby to which the Company is a party (collectively, the “Transaction Documents”) and (c) issue, sell and deliver the Senior Notes and the Warrants and to issue and deliver the shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) issuable upon conversion of the Senior Notes or exercise of the Warrants (collectively, the “Conversion Shares”). The Company is duly qualified to transact business and is in good standing in the State of Connecticut and in each other jurisdiction in which the failure to so qualify would have a material adverse effect on its business, projects, assets or condition (financial or otherwise) (a “Material Adverse Effect”).
Organization, Corporate Power and Qualification. In the case of Purchaser A, such Purchaser is a [●] duly organized, validly existing under the laws of [●], or in the case of Purchaser B, a [●] duly organized, validly existing under the laws of [●], and has all requisite corporate power and authority to execute and deliver this Agreement and all other Transaction Documents to which it is a party and to consummate the transactions and perform its obligations contemplated hereby and thereby (xxxxxxxxx the right, authority and power to purchase and acquire the Purchased Shares and subscribe and acquire the Subscribed Shares in accordance with the terms of this Agreement).
Organization, Corporate Power and Qualification. The Company has been duly incorporated and organized, and is validly existing, under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”). Subject to the Schedule of Exceptions, each Group Company has been duly incorporated and organized, and is validly existing, under the laws of its place of incorporation and establishment. The Company has the requisite corporate power and authority, to enter into and perform this Agreement, the Amended and Restated Shareholders Agreement (this Agreement and the Amended and Restated Shareholders Agreement are collectively referred to herein as the “Related Agreements”), to own and operate its properties and assets and to carry on its business as currently conducted and as presently proposed to be conducted. Each Group Company is duly qualified to do business in all jurisdictions in which it is required to be so qualified by virtue of the business of such Group Company as currently conducted and as presently proposed to be conducted by such Group Company, except for jurisdictions in which failure to so qualify would not have a material adverse effect on the business, operations, affairs or condition (financial or otherwise) of such Group Company as currently conducted and as presently proposed to be conducted or with respect to its properties or assets taken as a whole (a “Material Adverse Effect”).
Organization, Corporate Power and Qualification. The Company has been duly incorporated and organized, and is validly existing, under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”). The Company has the requisite corporate power and authority, to enter into and perform this Agreement, the Shareholders Agreement (the Agreement and the Shareholders Agreement are collectively referred to herein as the “Related Agreements”), to own and operate its properties and assets and to carry on its business as currently conducted and as presently proposed to be conducted. The Company is duly qualified to do business in all jurisdictions in which it is required to be so qualified as the Company’s business is currently conducted and as presently proposed to be conducted by the Company, except for jurisdictions in which failure to so qualify could not reasonably be expected to have a material adverse effect on the business, operations, affairs or condition (financial or otherwise) of the Company as currently conducted and as presently proposed to be conducted or in its properties or assets taken as a whole (a “Material Adverse Effect”). The China Sub has been duly incorporated and organized, and is validly existing, under the laws of the PRC. The China Sub has the requisite corporate power and authority to own and operate its properties and assets and to carry on its business as currently conducted and as presently proposed to be conducted. The China Sub is duly qualified to do business in all jurisdictions in which it is required to be so qualified as the China Sub’s business is currently conducted and as presently proposed to be conducted by the China Sub, except for jurisdictions in which failure to so qualify could not reasonably be expected to have a Material Adverse Effect.
Organization, Corporate Power and Qualification. CHC is a corporation duly organized, validly existing and in good standing under the laws of the State of Mississippi and has full corporate power and authority and all authorizations, licenses and permits necessary to own, lease and operate its properties and assets and to carry on its business as and where it is now being conducted, to enter into this Agreement, and to consummate the transactions contemplated hereby. CHC is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or the nature of the business transacted by it makes such qualification necessary.
