Organization; Power; Authorization. DSKX is a corporation duly organized, validly existing and in good standing under the laws of the state of Florida. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. Each of DSKX and Merger Sub has all necessary corporate power and authority to enter into, deliver and carry out its obligations pursuant to this Agreement and the Transaction Documents to which it is or will be a Party. The execution, delivery and performance of this Agreement and the Transaction Documents to which DSKX and Merger Sub is or will be a Party has been duly authorized by all necessary action on the part of such Person. The DSKX Foreign Subsidiaries do not own, or have any interest in any equity or an ownership interest in, any other Person. Each of DSKX and Merger Sub, as the case may be, has all necessary power and authority to operate the applicable portion of the DSKX Business as currently conducted by it and to own and use the properties owned and used by it. Each of DSKX and Merger Sub is duly authorized to conduct business and are in good standing under the laws of each jurisdiction where such qualification is required, except where the failure to be so qualified would not have a Material Adverse Effect.
Appears in 5 contracts
Samples: HTM Agreement and Plan of Merger And, Agreement and Plan of Merger and Reorganization (Photomedex Inc), Agreement and Plan of Merger and Reorganization (Photomedex Inc)
