Organization of the Company; Authority. (a) The Company is duly incorporated and validly existing under the laws of Sweden. The Company has full corporate power and all necessary licenses, permits and authorizations to carry on its business as now conducted and to own, lease and operate the assets and properties necessary in connection therewith. The Company is duly qualified or licensed to do business and in good standing as a foreign corporation in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualifications necessary. The Company has delivered a true and correct copy of its articles of association, as amended to date (the “Articles of Association”) and in full force and effect on the date hereof, to Purchaser. The Company Shareholders have not approved or proposed any amendment to the Articles of Association at a shareholders’ meeting or otherwise.
Organization of the Company; Authority. (a) The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Mississippi and has the requisite limited liability company authority and power to own, sell or lease its assets and to develop the Facility.
Organization of the Company; Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. The Board of Directors of the Company has authorized and approved the transactions contemplated by this Agreement, and the Company has the corporate power and is duly authorized to enter into this Agreement and all ancillary agreements, and to carry out the transactions, contemplated hereby. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms.
Organization of the Company; Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois, with the full power and authority, corporate and otherwise, to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. The Company has the full and unrestricted power and authority, corporate and otherwise, to own, operate and lease its assets and properties and to carry on its business as currently conducted and in which it presently proposes to engage. The Company is domesticated and in good standing in the State of New Hampshire, and is not qualified to do business in any other jurisdiction, which jurisdiction constitutes the only jurisdiction in which the nature of the Company's business requires it to be so qualified. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate or other action on the part of the Company and the Company Shareholders. This Agreement has been duly executed and delivered by the Company and the Company Shareholders and constitutes the valid, binding and enforceable obligation of the Company and the Company Shareholders, enforceable in accordance with its terms and conditions.
Organization of the Company; Authority. The Company is a corporation duly organized and validly subsisting under the laws of the Commonwealth of Pennsylvania, has all requisite corporate power and corporate authority to enter into this Agreement, to own, lease and operate its properties and to conduct its business, and, upon the approval of a majority of votes cast by the shareholders of the Company entitled to vote, shall have all requisite corporate power and corporate authority to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company. Upon the approval of a majority of the votes cast by the shareholders of the Company entitled to vote, this Agreement shall constitute a valid and binding obligation of the Company, subject to the qualification that enforcement of the rights and remedies created hereby are subject to (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws of general application affecting the rights and remedies of creditors, and (b) general principles of equity, regardless of whether enforcement is considered in a proceeding in equity or at law. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to obtain such qualification or license would not, individually or in the aggregate, have a Division Material Adverse Effect. The Company has heretofore delivered to Buyer complete and correct copies of the Articles of Incorporation and Bylaws of the Company, as in effect as of the date of this Agreement.
Organization of the Company; Authority. Each Company is a corporation ------------ -- --- ------- --------- duly organized, validly existing and in corporate good standing under the laws of its respective state of incorporation as set forth on Schedule 5.1(a) hereto. -------- ------ Each Company is duly qualified and in good standing as a foreign corporation in all jurisdictions in which the character of the properties owned or leased or the nature of the activities conducted by it makes such qualification necessary, including those jurisdictions listed on Schedule 5.1(b)
Organization of the Company; Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its properties or conduct of its business requires such qualification, except where the failure to obtain such qualification would not have a Company Material Adverse Effect. Schedule 6.1(a) contains a correct and complete list of each jurisdiction where the Company is qualified or licensed to do business.
