Organization, Good Standing, Power. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has all requisite corporate power and authority to own and lease the Purchased Assets, to carry on the Business and to execute and deliver this Agreement and the Ancillary Agreements to which Purchaser is a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it.
Organization, Good Standing, Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own the Purchased Assets and to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all the obligations to be performed by it pursuant to this Agreement.
Organization, Good Standing, Power. China Huaxin is a corporation duly organized, validly existing and in good standing under the Company Law of the People’s Republic of China. China Huaxin has the power and authority to own, lease and operate its assets. The minute books, stock ledgers and stock transfer records of China Huaxin, if any, will be furnished to Target.
Organization, Good Standing, Power. (a) The Company is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation or organization and is licensed or qualified to conduct its business and is in good standing in each jurisdiction where such licensing or qualification is material to the business it is conducting or the operation, ownership or leasing of its properties (which such jurisdictions are set forth on Section 3.1(a) of the Disclosure Schedules). The Company possesses full power and authority necessary to own and operate its properties and assets and to carry on its businesses as presently conducted and as contemplated to be conducted immediately after the Closing.
(b) The Company has made available true, complete and correct copies of the certificate of incorporation and bylaws (and any other comparable organizational documents) of the Company, each as amended and in effect as of the Agreement Date.
Organization, Good Standing, Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Maryland. The Company has all requisite corporate power and authority to execute, deliver, and perform this Agreement and consummate the transaction contemplated by this Agreement.
Organization, Good Standing, Power. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Buyer has the requisite power, authority and capacity to own, lease and operate its properties and to carry on its intended business.
Organization, Good Standing, Power. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business as a foreign corporation and is in good standing in the State of New York.
Organization, Good Standing, Power. Such Seller, if not an individual, has been duly organized and is validly existing and in good standing under the Laws of its respective jurisdictions of organization. Such Seller has all requisite power and authority or legal capacity (as applicable) to enter into this Agreement, the Power of Attorney and any other documents to be entered into by such Seller in connection with the Transactions and to consummate the transactions contemplated hereby and thereby.
Organization, Good Standing, Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Purchaser has all requisite power and authority to enter into this Agreement and the other Transaction Documents to which the Purchaser is a party and to consummate the Contemplated Transactions.
Organization, Good Standing, Power. (a) Each of the ATMI Group and each of the ATMI Group Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, is authorized to do business as a foreign corporation in the jurisdictions set forth on SCHEDULE 4.2 and is not required to be authorized to do business as a foreign corporation in any other jurisdiction (within or without the United States) by reason of the nature of the business now being conducted by it or the properties owned or leased or operated by it in which the failure to be so qualified would have a material adverse effect on the assets, liabilities, results of operations, financial condition or business of the ATMI Group and the ATMI Group Subsidiaries taken as a whole (an "ATMI Material Adverse Effect").
(b) Each of the ATMI Group has the requisite corporate power and authority to own, lease and operate its properties and carry on its business as is now being conducted by it, and to execute, deliver and perform this Agreement and the Additional Agreements to which it is a party and consummate the transactions contemplated hereby and thereby.
(c) The ATMI Group and each ATMI Group Subsidiary conducts its business under the trade names and other assumed names set forth on SCHEDULE 4.2, if any.
