Common use of Organization, Good Standing, Power, Etc Clause in Contracts

Organization, Good Standing, Power, Etc. (a) Each of the Companies is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated. Each of the Companies has the requisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted and is duly licensed or qualified as a foreign corporation in each domestic or foreign jurisdiction in which the nature of the business conducted by it or the character or location of the properties owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Copies of the Constituent Documents of each of the Companies heretofore delivered, furnished or made available to Buyer or its representatives by Sellers, are, as of the date hereof, true and complete in all material respects and in full force and effect, and none of the Companies is in violation or breach of any of the provisions of its respective Constituent Documents in any material respect. (b) Each of the Cyanamid Companies is a corporation duly organized and validly existing under the laws of the jurisdiction in which it is incorporated. Each Seller has the requisite corporate power and authority to execute and deliver this Agreement and the other agreements contemplated hereby, and, except as set forth in Section 4.1(b) of the Disclosure Schedule, Sellers, the Asset Transferor Entities and the Share Transferor Entities have all requisite corporate power and authority to consummate the transactions contemplated hereby and thereby. Except as set forth in Section 4.1(b) of the Disclosure Schedule, the execution and delivery of this Agreement by Sellers and the execution and delivery by the Cyanamid Companies of the other agreements contemplated hereby, and the consummation by Sellers, the Asset Transferor Entities and the Share Transferor Entities of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such entities and no other or further corporate proceedings will be necessary for the execution and delivery of such agreements by Sellers, the Asset Transferor Entities and the Share Transferor Entities, the performance by Sellers, the Asset Transferor Entities and the Share Transferor Entities of their obligations hereunder and thereunder and the consummation by such entities of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by each of the Sellers and constitutes a legal, valid and binding obligation of each of the Sellers enforceable against Sellers in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, moratorium, reorganization or other laws of general applicability relating to or affecting the enforcement of creditors' rights and general principles of equity.

Appears in 2 contracts

Samples: Purchase Agreement (Basf Aktiengesellschaft /Fa/), Purchase Agreement (American Home Products Corp)

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Organization, Good Standing, Power, Etc. (a) Each of the Companies The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated. Each of the Companies has the requisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted and is duly licensed or qualified as a foreign corporation in each domestic or foreign jurisdiction in which the nature of the business conducted by it or the character or location of the properties owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Copies of the Constituent Documents of each of the Companies heretofore delivered, furnished or made available to Buyer or its representatives by Sellers, are, as of the date hereof, true and complete in all material respects and in full force and effect, and none of the Companies is in violation or breach of any of the provisions of its respective Constituent Documents in any material respect. (b) Each of the Cyanamid Companies is a corporation duly organized and validly existing under the laws of the jurisdiction in which it is incorporatedState of Israel. Each Seller The Company has the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and the other agreements contemplated hereby, and, except as set forth in Section 4.1(b) of the Disclosure Schedule, Sellers, the Asset Transferor Entities Transaction Documents and the Share Transferor Entities have all requisite corporate power and authority to consummate the transactions contemplated hereby and therebythereon. Except as set forth in Section 4.1(b) of The execution, delivery and performance by the Disclosure Schedule, the execution and delivery Company of this Agreement by Sellers and the execution and delivery by the Cyanamid Companies of the other agreements contemplated hereby, and the consummation by Sellers, the Asset Transferor Entities and the Share Transferor Entities of the transactions contemplated hereby and thereby thereon have been duly authorized by all necessary corporate action on the part of such entities and no other or further corporate proceedings will be necessary for the execution and delivery of such agreements by Sellers, the Asset Transferor Entities and the Share Transferor Entities, the performance by Sellers, the Asset Transferor Entities and the Share Transferor Entities of their obligations hereunder and thereunder and the consummation by such entities actions of the transactions contemplated hereby and therebyCompany. This Agreement Each Transaction Document has been (or upon delivery will have been) duly executed and by the Company and, when delivered in accordance with the terms hereof assuming valid execution by each of the Sellers and constitutes a legalother parties thereto, will constitute the valid and binding obligation of each of the Sellers Company enforceable against Sellers the Company in accordance with its terms, except as the same such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other laws equitable principles of general applicability relating application as applied by a competent court of law. Each of the Purchased Shares and Warrant Shares, when issued to the Buyer according to the Transaction Documents will (i) be duly authorized, validly issued, fully paid, and non-assessable, and free and clear of liens, security interests, pledges, charges and encumbrances ("Liens") other than those Liens created by or affecting disclosed in writing prior to the enforcement date hereof to the Buyer; (ii) have the rights, preferences, privileges, and restrictions set forth in the Articles of creditors' rights Association of the Company, attached hereto as Exhibit B (the “Articles”); (iii) will be free and general principles clear of equityany encumbrance and of restrictions on transfer other than restrictions on transfer under applicable securities laws as detailed herein, or as set forth in the Articles; (iv) will be duly registered in the name of the Buyer in the Company’s shareholders register. No securities of the Company are entitled to preemptive or similar rights, and no third party has any right of first refusal, preemptive right, right of participation, or any similar right to participate in all or any of the transactions contemplated by the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Elbit Vision Systems LTD)

Organization, Good Standing, Power, Etc. (a) Each of the Companies is a corporation or type of entity described in Section 4.1(a) of the DiverseyLever Disclosure Schedule, duly organized, validly existing and in good standing (or relevant equivalent, where applicable in non-U.S. jurisdictions) under the laws of the jurisdiction in which it is incorporatedorganized, except where the failure to be in good standing (or relevant equivalent) would not reasonably be expected to result in Costs in excess of $50,000 individually or $1,000,000 in the aggregate and would not reasonably be expected to, directly or indirectly, materially impede or delay the consummation of the transactions contemplated hereby. Each of the Companies has the requisite corporate or comparable power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted and is duly licensed or or, where applicable in non-U.S. jurisdictions, qualified as a foreign corporation or other type of entity in each domestic or foreign jurisdiction in which the nature of the business conducted by it or the character or location of the properties owned or leased by it makes such licensing or qualification necessary, except where the failure to have the requisite corporate or comparable power and authority or to be so licensed or qualified (i) would not, individually or in the aggregate, not reasonably be expected to have result, in Costs in excess of $50,000 individually or $1,000,000 in the aggregate and (ii) would not reasonably be expected to, directly or indirectly, prevent (in a Material Adverse Effectway which would reasonably be expected to result in Costs in excess of $50,000 individually or $1,000,000 in the aggregate), materially impede or delay the consummation of the transactions contemplated hereby. The list of all such jurisdictions to be delivered by Conopco pursuant to Section 6.21 will, when delivered, be true and complete. Copies of the Constituent Documents of each of the Companies that is not, directly or indirectly, wholly-owned by Unilever (all of which have been heretofore delivered, furnished or made available to Buyer or its representatives by Sellers, are, as of the date hereof, Conopco) are true and complete in all material respects and in full force and effect. The copies of the Constituent Documents of each of the Companies that is, directly or indirectly, wholly-owned by Unilever to be delivered by Conopco pursuant to Section 6.21 will, when delivered, be true and none complete and in full force and effect. None of the Companies is in violation or breach of any of the provisions of its respective Constituent Documents in any material respectrespect that would reasonably be expected to result in Costs in excess of $50,000 individually or $1,000,000 in the aggregate. (b) Each of the Cyanamid Companies Sellers is a corporation or other type of entity described in Section 4.1(b) of the DiverseyLever Disclosure Schedule, duly organized and organized, validly existing and in good standing (or relevant equivalent, where applicable in any non-U.S. jurisdictions), under the laws of the jurisdiction in which it is incorporatedorganized, except where the failure to be in good standing Table of Contents (or relevant equivalent) would not reasonably be expected to result in Costs in excess of $50,000 individually or $1,000,000 in the aggregate and would not reasonably be expected to, directly or indirectly, materially impede or delay the consummation of the transactions contemplated hereby. Each Seller of the Sellers has the requisite corporate or comparable power and authority to execute and deliver this Agreement and the other agreements contemplated hereby, and, except as set forth in Section 4.1(b) of Ancillary Documents to the Disclosure Schedule, Sellers, the Asset Transferor Entities extent a party hereto or thereto and the Share Transferor Entities have all requisite corporate power and authority to consummate the transactions contemplated hereby and thereby. Except as set forth in Section 4.1(b) of the DiverseyLever Disclosure Schedule, the execution and delivery of this Agreement by Sellers Conopco and the consummation by Conopco of the transactions contemplated hereby has been duly authorized by all necessary corporate or comparable action, and no other or further corporate or comparable proceedings will be necessary with respect thereto. Except as set forth in Section 4.1(b) of the DiverseyLever Disclosure Schedule, the execution and delivery by the Cyanamid Companies Sellers and each other member of the other agreements contemplated herebyUnilever Group, including Unilever PLC and Unilever NV, of the Ancillary Documents to which they are a party and the consummation by Sellersthe Sellers and each other member of the Unilever Group, the Asset Transferor Entities including Unilever PLC and the Share Transferor Entities Unilever NV, of the transactions contemplated hereby and thereby will, as of Closing, have been duly authorized by all necessary corporate or comparable action on the part of such entities and no other or further corporate or comparable proceedings will will, as of Closing, be necessary for the execution and delivery of such agreements by Sellersthe Sellers and each other member of the Unilever Group, the Asset Transferor Entities including Unilever PLC and the Share Transferor EntitiesUnilever NV, the performance by Sellersthe Sellers and each other member of the Unilever Group, the Asset Transferor Entities including Unilever PLC and the Share Transferor Entities Unilever NV, of their obligations hereunder and thereunder and or the consummation by such entities the Sellers and each other member of the Unilever Group, including Unilever PLC and Unilever NV, of the transactions contemplated hereby and thereby. This Agreement has been duly authorized, executed and delivered by each of the Sellers Conopco and constitutes a legal, valid and binding obligation of each of the Sellers Conopco enforceable against Sellers Conopco in accordance with its terms, except (i) as the same may be limited by applicable bankruptcy, insolvency, moratorium, reorganization reorganization, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights from time to time in effect and general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law, or (ii) with respect to Sections 12.9, 12.10 and 12.11 which may be limited by Applicable Law outside of the United States applicable to the transfer of specific Shares or Assets. Each of the Ancillary Documents will be duly authorized, executed and delivered by the members of the Unilever Group that are party thereto on or prior to the Closing Date and will, after Closing, constitute a legal, valid and binding obligation of each such member of the Unilever Group enforceable against it in accordance with its terms, except (x) as the same may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or other similar laws of general applicability relating to or affecting creditors’ rights from time to time in effect and general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law or (y) with respect to the sections thereof which are equivalent to Sections 12.9, 12.10 and 12.11 hereof which may be limited by Applicable Law outside of the United States applicable to the transactions contemplated thereby.

Appears in 1 contract

Samples: Purchase Agreement (Johnson Polymer Inc)

Organization, Good Standing, Power, Etc. (a) Each of the Companies Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated. Each State of the Companies Nebraska, and has the all requisite corporate power and authority to own, operate or and lease the its properties that it purports to own, operate or lease and to carry on its business as it is now being conducted and conducted. The Company is duly licensed or organized, validly existing and in good standing as an Arizona property and casualty insurance company and has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation insurance company to do business, and is in good standing, in each domestic or foreign jurisdiction in which the nature of the business conducted by it or where the character or location of the its properties owned or leased by it makes or the nature of its activities make such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Copies of the Constituent Documents Articles of each Incorporation and bylaws of the Companies Company heretofore delivered, furnished or made available delivered to Buyer or its representatives Purchaser by Sellers, are, the Seller are true and complete as of the date hereof, true . Each of such Articles of Incorporation and complete bylaws is in all material respects and in full full-force and effect, and none of the Companies Company is not in violation or breach of any of the provisions of its respective Constituent Documents in any material respectArticles of Incorporation or bylaws. (b) Each of Seller and the Cyanamid Companies is a corporation duly organized and validly existing under the laws of the jurisdiction in which it is incorporated. Each Seller Company has the requisite corporate and other power and authority to execute and deliver enter into this Agreement and the other agreements contemplated hereby, and, except as set forth in Section 4.1(b) of the Disclosure Schedule, Sellers, the Asset Transferor Entities Transaction Documents to which it is a party and the Share Transferor Entities have all requisite corporate power to perform its obligations hereunder and authority to consummate the transactions contemplated hereby and therebythereunder. Except as set forth in Section 4.1(b) of the Disclosure Schedule, the The execution and delivery of this Agreement by Sellers and the execution other Transaction Documents by Seller and delivery by the Cyanamid Companies of the other agreements contemplated hereby, Company and the consummation by Sellers, the Asset Transferor Entities Seller and the Share Transferor Entities Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary the Board of Directors and shareholders of Seller and the Company and no other corporate action proceedings on the part of such entities and no other Seller or further corporate proceedings will be the Company are necessary for the execution and delivery of such agreements this Agreement by Sellers, the Asset Transferor Entities Seller and the Share Transferor Entities, the performance by Sellers, the Asset Transferor Entities and the Share Transferor Entities of their obligations hereunder and thereunder Company and the consummation by such entities Seller and the Company of the transactions contemplated hereby and therebyhereby. This Agreement has been duly executed and delivered by each of Seller and the Sellers Company and constitutes a legal, valid and binding obligation of each of Seller and the Sellers Company, as the case may be, enforceable against Sellers Seller and the Company in accordance with its terms, terms except as the same enforcement thereof may be limited by liquidation, conservatorship, bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or other similar laws of general applicability relating to or affecting the enforcement of creditors' creditor's rights generally from time to time in effect and general principles except that equitable remedies are subject to judicial discretion. Each of equitythe other Transaction Documents to which Seller and the Company is a party that is required to be executed and delivered at Closing by Seller and the Company pursuant to this Agreement will be duly executed and delivered at Closing and, assuming each Transaction Document will at such time constitute a legal, valid and binding obligation of the other parties thereto, will constitute a legal, valid and binding obligation of Seller and the Company, as the case may be, enforceable against Seller and the Company in accordance with its terms except as enforcement thereof may be limited by liquidation, conservatorship, bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's rights generally from time to time in effect and except that equitable remedies are subject to judicial discretion.

Appears in 1 contract

Samples: Purchase Agreement (Millers Mutual Fire Insurance Co)

Organization, Good Standing, Power, Etc. (a) Each of the Companies The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated. Each of the Companies has the requisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted and is duly licensed or qualified as a foreign corporation in each domestic or foreign jurisdiction in which the nature of the business conducted by it or the character or location of the properties owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Copies of the Constituent Documents of each of the Companies heretofore delivered, furnished or made available to Buyer or its representatives by Sellers, are, as of the date hereof, true and complete in all material respects and in full force and effect, and none of the Companies is in violation or breach of any of the provisions of its respective Constituent Documents in any material respect. (b) Each of the Cyanamid Companies is a corporation duly organized and validly existing under the laws of the jurisdiction in which it is incorporatedState of Israel. Each Seller The Company has the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and the other agreements contemplated hereby, and, except as set forth in Section 4.1(b) of the Disclosure Schedule, Sellers, the Asset Transferor Entities Transaction Documents and the Share Transferor Entities have all requisite corporate power and authority to consummate the transactions contemplated hereby and therebythereon. Except as set forth in Section 4.1(b) of The execution, delivery and performance by the Disclosure Schedule, the execution and delivery Company of this Agreement by Sellers and the execution and delivery by the Cyanamid Companies of the other agreements contemplated hereby, and the consummation by Sellers, the Asset Transferor Entities and the Share Transferor Entities of the transactions contemplated hereby and thereby thereon have been duly authorized by all necessary corporate action on the part of such entities and no other or further corporate proceedings will be necessary for the execution and delivery of such agreements by Sellers, the Asset Transferor Entities and the Share Transferor Entities, the performance by Sellers, the Asset Transferor Entities and the Share Transferor Entities of their obligations hereunder and thereunder and the consummation by such entities actions of the transactions contemplated hereby and therebyCompany. This Agreement Each Transaction Document has been (or upon delivery will have been) duly executed and by the Company and, when delivered in accordance with the terms hereof assuming valid execution by each of the Sellers and constitutes a legalother parties thereto, will constitute the valid and binding obligation of each of the Sellers Company enforceable against Sellers the Company in accordance with its terms, except as the same such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other laws equitable principles of general applicability relating application as applied by a competent court of law. Each of the Purchased Shares, Warrant Shares and Loan Shares, when issued to the Buyer according to the Transaction Documents will (i) be duly authorized, validly issued, fully paid, and non-assessable, and free and clear of liens, security interests, pledges, charges and encumbrances ("Liens") other than those Liens created by or affecting disclosed in writing prior to the enforcement date hereof to the Buyer; (ii) have the rights, preferences, privileges, and restrictions set forth in the Articles of creditors' rights Association of the Company, attached hereto as Exhibit E (the “Articles”); (iii) will be free and general principles clear of equityany encumbrance and of restrictions on transfer other than restrictions on transfer under applicable securities laws as detailed herein, or as set forth in the Articles; (iv) will be duly registered in the name of the Buyer in the Company’s shareholders register. No securities of the Company are entitled to preemptive or similar rights, and no third party has any right of first refusal, preemptive right, right of participation, or any similar right to participate in all or any of the transactions contemplated by the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Elbit Vision Systems LTD)

Organization, Good Standing, Power, Etc. (a) Each of Seller, the Companies Asset Transferor Entities and the Share Transferor Entity is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated. Each of the Companies has the requisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted and is duly licensed or qualified as a foreign corporation in each domestic or foreign jurisdiction in which the nature of the business conducted by it or the character or location of the properties owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Copies of the Constituent Documents of each of the Companies heretofore delivered, furnished or made available to Buyer or its representatives by Sellers, are, as of the date hereof, true and complete in all material respects and in full force and effect, and none of the Companies is in violation or breach of any of the provisions of its respective Constituent Documents in any material respect. (b) Each of the Cyanamid Companies is a corporation duly organized and validly existing under the laws of the jurisdiction in which it is incorporated. Each Seller has the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and the other agreements contemplated herebyOperative Agreements, andand Seller, except as set forth in Section 4.1(b) each of the Disclosure Schedule, Sellers, the Asset Transferor Entities and the Share Transferor Entities Entity have all requisite corporate power and authority to consummate the transactions contemplated hereby and thereby, to conduct the Business as now conducted in all material respects and to own, use or lease the Assets, as the case may be. Except as set forth in Section 4.1(b) of the Disclosure ScheduleThis Agreement has been duly executed and delivered by Seller and constitutes, the execution and delivery of this Agreement by Sellers and the Operative Agreements when executed and delivered by Seller and/or such Asset Transferor Entities or Share Transferor Entity which are parties thereto, as the case may be, will constitute, legal, valid and binding obligations of Seller and such Asset Transferor Entities or Share Transferor Entity, as the case may be, enforceable against them in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, moratorium, reorganization and except as such enforceability may be limited by other laws of general applicability relating to or affecting the enforcement of creditors’ rights and general principles of equity. The execution and delivery by the Cyanamid Companies of the other agreements contemplated hereby, and the consummation by SellersSeller, the Asset Transferor Entities and the Share Transferor Entities Entity of the Operative Agreements to which they are party, and the consummation by such Persons of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such entities Persons and no other or further corporate or stockholder proceedings will be necessary for the execution and delivery of such agreements by Sellers, the Asset Transferor Entities and the Share Transferor Entitiessuch Persons, the performance by Sellers, the Asset Transferor Entities and the Share Transferor Entities such Persons of their obligations hereunder and thereunder and the consummation by such entities Persons of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by each of the Sellers and constitutes a legal, valid and binding obligation of each of the Sellers enforceable against Sellers in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, moratorium, reorganization or other laws of general applicability relating to or affecting the enforcement of creditors' rights and general principles of equity.

Appears in 1 contract

Samples: Purchase Agreement (Nbty Inc)

Organization, Good Standing, Power, Etc. (a) Each of the Companies The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated. Each of the Companies has the requisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted and is duly licensed or qualified as a foreign corporation in each domestic or foreign jurisdiction in which the nature of the business conducted by it or the character or location of the properties owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Copies of the Constituent Documents of each of the Companies heretofore delivered, furnished or made available to Buyer or its representatives by Sellers, are, as of the date hereof, true and complete in all material respects and in full force and effect, and none of the Companies is in violation or breach of any of the provisions of its respective Constituent Documents in any material respect. (b) Each of the Cyanamid Companies is a corporation duly organized and validly existing under the laws of the jurisdiction in which it is incorporatedState of Israel. Each Seller The Company has the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and the other agreements contemplated hereby, and, except as set forth in Section 4.1(b) of the Disclosure Schedule, Sellers, the Asset Transferor Entities Transaction Documents and the Share Transferor Entities have all requisite corporate power and authority to consummate the transactions contemplated hereby and therebythereon. Except as set forth in Section 4.1(b) of The execution, delivery and performance by the Disclosure Schedule, the execution and delivery Company of this Agreement by Sellers and the execution and delivery by the Cyanamid Companies of the other agreements contemplated hereby, and the consummation by Sellers, the Asset Transferor Entities and the Share Transferor Entities of the transactions contemplated hereby and thereby thereon have been duly authorized by all necessary corporate action on the part of such entities and no other or further corporate proceedings will be necessary for the execution and delivery of such agreements by Sellers, the Asset Transferor Entities and the Share Transferor Entities, the performance by Sellers, the Asset Transferor Entities and the Share Transferor Entities of their obligations hereunder and thereunder and the consummation by such entities actions of the transactions contemplated hereby and therebyCompany. This Agreement Each Transaction Document has been (or upon delivery will have been) duly executed and by the Company and, when delivered by each of in accordance with the Sellers and constitutes a legalterms hereof, will constitute the valid and binding obligation of each of the Sellers Company enforceable against Sellers the Company in accordance with its terms, except as the same such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application. Each of the Purchased Shares and Warrant Shares, when issued to the Buyers according to this Agreement will be duly authorized, validly issued, fully paid, and non-assessable, and free and clear of liens, security interests, pledges, charges and encumbrances (“Liens”) other than those Liens created or known of by the Buyers. No securities of the Company are entitled to preemptive or similar rights, and no third party has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Other than as set forth in Schedule 3a., hereto, to the knowledge of the Company, there are no outstanding options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any third party any right to subscribe for or acquire, any shares of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional Ordinary Shares, or securities or rights convertible or exchangeable into Ordinary Shares. The issue and sale of the Securities will not, immediately or with the passage of time, obligate the Company to issue Ordinary Shares or other laws securities to any Person (other than the Buyers) and will not result in a right of general applicability relating any holder of Company securities to adjust the exercise, conversion, exchange or affecting the enforcement of creditors' rights and general principles of equityreset price under such securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Elbit Vision Systems LTD)

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Organization, Good Standing, Power, Etc. (a) Each of the Companies is a corporation The Company and Company Sub are corporations duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated. Each their respective states of the Companies has incorporation, and have the requisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business their businesses as it is now being conducted conducted. The Company and is Company Sub are each duly licensed or qualified as a foreign corporation to do business, and is in good standing, in each domestic or foreign jurisdiction in which the nature of the business conducted by it or where the character or location of the their respective properties owned or leased by it or the nature of their activities makes such licensing or qualification necessary, necessary except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effectmaterial adverse effect on the Company or Company Sub. Copies of the Constituent Documents Certificate of each Incorporation and bylaws of the Companies Company and Company Sub heretofore delivered, furnished delivered to AMRE and Merger Sub or made available to Buyer or its their representatives by Sellers, are, the Company and Company Sub are true and complete as of the date hereof, true . Each of such Certificate of Incorporation and complete bylaws is in all material respects and in full full-force and effect, and none of neither the Companies Company nor Company Sub is in violation or breach of any of the provisions of its respective Constituent Documents in any material respectCertificate of Incorporation or bylaws. (b) Each of the Cyanamid Companies is a corporation duly organized The Company and validly existing under the laws of the jurisdiction in which it is incorporated. Each Seller has Company Sub have the requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining stockholder approval of the Merger, to perform their respective obligations hereunder. The execution and delivery of this Agreement by each of the Company and Company Sub and the other agreements contemplated hereby, and, except as set forth in Section 4.1(b) consummation by each of the Disclosure Schedule, Sellers, the Asset Transferor Entities Company and the Share Transferor Entities have all requisite corporate power and authority to consummate Company Sub of the transactions contemplated hereby and thereby. Except as set forth in Section 4.1(b) have been duly authorized by the Board of Directors of the Disclosure Schedule, Company and Company Sub and no other corporate proceedings on the part of the Company are necessary for the execution and delivery of this Agreement by Sellers and the execution and delivery by the Cyanamid Companies Company or Company Sub, and, subject to obtaining stockholder approval of the other agreements contemplated herebyMerger, and the consummation by Sellers, the Asset Transferor Entities Company and the Share Transferor Entities Company Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such entities and no other or further corporate proceedings will be necessary for the execution and delivery of such agreements by Sellers, the Asset Transferor Entities and the Share Transferor Entities, the performance by Sellers, the Asset Transferor Entities and the Share Transferor Entities of their obligations hereunder and thereunder and the consummation by such entities of the transactions contemplated hereby and therebyhereby. This Agreement has been duly executed and delivered by each of the Sellers Company and Company Sub and, subject to obtaining any necessary stockholder approval of the Merger and assuming that it has been duly executed and delivered by AMRE and Merger Sub, constitutes a legal, valid and binding obligation of each of the Sellers Company and Company Sub, enforceable against Sellers the Company and Company Sub in accordance with its terms, terms except as the same enforcement thereof may be limited by liquidation, conservatorship, bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or other similar laws of general applicability relating to or affecting the enforcement of creditors' creditor's rights generally from time to time in effect and general principles of equityexcept that equitable remedies are subject to judicial discretion.

Appears in 1 contract

Samples: Merger Agreement (Amre Inc)

Organization, Good Standing, Power, Etc. (a) Each of the Companies Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporatedof its organization. Each of the Companies Company has the requisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted and is duly licensed or qualified as a foreign corporation in each domestic or foreign jurisdiction in which the nature of the business conducted by it or the character or location of the properties owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would notqualified, individually or in the aggregate, would not be reasonably be expected to have a Material Adverse Effect. Copies of the Constituent Documents Certificate of each Incorporation (or other similar charter document) and by-laws of the Companies heretofore deliveredCompanies, furnished or made available to Buyer or its representatives by Sellers, are, as of the date hereof, true and complete in all material respects and in full force and effect, and none of the Companies is in violation or breach of any of the provisions of its respective Constituent Documents in any material respect.including (b) Each of the Cyanamid Companies Sellers is a corporation duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporatedDelaware. Each Seller of the Sellers and AHFP has the requisite corporate power and authority to execute and deliver this Agreement and the other agreements contemplated hereby, and, except as set forth in Section 4.1(b) of and the Disclosure Schedule, Sellers, the Asset Transferor Entities Whitehall and the Share Transferor Entities AHFP have all requisite corporate power and authority to consummate the transactions contemplated hereby and thereby. Except as set forth in Section 4.1(b) of the Disclosure Schedule, the The execution and delivery of this Agreement by Sellers and AHFP, the execution and delivery by the Cyanamid Companies Sellers, Whitehall and AHFP of the other agreements contemplated hereby, and the consummation by Sellers, the Asset Transferor Entities Sellers and the Share Transferor Entities AHFP of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such entities Sellers and AHFP and no other or further corporate proceedings will be necessary for the execution and delivery of such agreements by Sellers, the Asset Transferor Entities Sellers and the Share Transferor EntitiesAHFP, the performance by Sellers, the Asset Transferor Entities Whitehall and the Share Transferor Entities AHFP of their respective obligations hereunder and thereunder and the consummation by such entities Sellers, Whitehall and AHFP of the transactions contemplated hereby and therebyhereby. This Agreement has and the other agreements contemplated hereby have been duly executed and delivered by each of the Sellers and AHFP that is a party hereto and thereto and constitutes a legal, valid and binding obligation of each of the Sellers and AHFP enforceable against Sellers and AHFP in accordance with its their respective terms, except as the same may be limited by bankruptcy, insolvency, moratorium, reorganization or other laws of general applicability relating to or affecting the enforcement of creditors' rights and general principles of equity.

Appears in 1 contract

Samples: Agreement of Sale and Plan of Merger (Campfire Inc)

Organization, Good Standing, Power, Etc. (a) Each of the Companies The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated. Each of the Companies has the requisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted and is duly licensed or qualified as a foreign corporation in each domestic or foreign jurisdiction in which the nature of the business conducted by it or the character or location of the properties owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Copies of the Constituent Documents of each of the Companies heretofore delivered, furnished or made available to Buyer or its representatives by Sellers, are, as of the date hereof, true and complete in all material respects and in full force and effect, and none of the Companies is in violation or breach of any of the provisions of its respective Constituent Documents in any material respect. (b) Each of the Cyanamid Companies is a corporation duly organized and validly existing under the laws of the jurisdiction in which it is incorporatedState of Israel. Each Seller The Company has the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and the other agreements contemplated hereby, and, except as set forth in Section 4.1(b) of the Disclosure Schedule, Sellers, the Asset Transferor Entities Transaction Documents and the Share Transferor Entities have all requisite corporate power and authority to consummate the transactions contemplated hereby and therebythereon. Except as set forth in Section 4.1(b) of The execution, delivery and performance by the Disclosure Schedule, the execution and delivery Company of this Agreement by Sellers and the execution and delivery by the Cyanamid Companies of the other agreements contemplated hereby, and the consummation by Sellers, the Asset Transferor Entities and the Share Transferor Entities of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such entities and no other or further corporate proceedings will be necessary for the execution and delivery of such agreements by Sellers, the Asset Transferor Entities and the Share Transferor Entities, the performance by Sellers, the Asset Transferor Entities and the Share Transferor Entities of their obligations hereunder and thereunder and the consummation by such entities actions of the transactions contemplated hereby and therebyCompany. This Agreement Each Transaction Document has been (or upon delivery will have been) duly executed and by the Company and, when delivered by each of in accordance with the Sellers and constitutes a legalterms hereof, will constitute the valid and binding obligation of each of the Sellers Company enforceable against Sellers the Company in accordance with its terms, except as the same such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application. Each of the Purchased Shares and Warrant Shares, when issued to the Buyer according to this Agreement will be duly authorized, validly issued, fully paid, and non-assessable, and free and clear of liens, security interests, pledges, charges and encumbrances (“Liens”) other than those Liens created or known of by the Buyers. No securities of the Company are entitled to preemptive or similar rights, and no third party has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Other than as set forth in Schedule 3a., hereto, to the knowledge of the Company, there are no outstanding options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any third party any right to subscribe for or acquire, any shares of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional Ordinary Shares, or securities or rights convertible or exchangeable into Ordinary Shares. The issue and sale of the Securities will not, immediately or with the passage of time, obligate the Company to issue Ordinary Shares or other laws securities to any Person (other than the Buyer) and will not result in a right of general applicability relating any holder of Company securities to adjust the exercise, conversion, exchange or affecting the enforcement of creditors' rights and general principles of equityreset price under such securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Elbit Vision Systems LTD)

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