Organization, Qualification and Authority Sample Clauses

Organization, Qualification and Authority. The Company and each ----------------------------------------- of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to do business as a foreign corporation and in good standing in each jurisdiction in which the character of its properties or the nature of its business makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect. The Company and each of its Subsidiaries has the corporate power to own its properties and to carry on its business as now being conducted. The Company has all requisite corporate power and authority to enter into each of the Related Documents and the Purchase Agreements, to issue and sell the Securities hereunder, and to issue the shares of Common Stock upon conversion of the Convertible Preferred Stock, and has the requisite corporate power and authority to carry out the transactions contemplated hereby and thereby to be performed by it, and the execution, delivery and performance hereof and thereof have been duly authorized by all necessary corporate action. Each Guarantor has all requisite corporate power and authority to enter into each of the Related Documents to which it is a party and has the requisite corporate power and authority to carry out the transactions contemplated hereby and thereby to be performed by it, and the execution, delivery and performance hereof and thereof have been duly authorized by all necessary corporate action. This Agreement constitutes, and each other agreement (including the Related Documents and the Purchase Agreements) or instrument (including the Securities) executed and delivered by the Company, Looney and Xxxxx and each Guarantor pursuant hereto or thereto or in connection herewith or therewith will constitute, legal, valid and binding obligations of the Company, Looney and Xxxxx and each Guarantor enforceable against the Company, Looney and Xxxxx and each Guarantor in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws or by the application of principles of equity.

Organization, Qualification and Authority. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware, and is in good standing and duly qualified to do business as a foreign corporation in all jurisdictions where the operation of its business or the ownership of its properties make such qualification necessary. The Company has the requisite corporate power and authority to own, lease and operate its facilities and assets as presently owned, leased and operated, and to carry on its respective business as it is now being conducted. The Company has the requisite or individual right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated hereunder. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by the Company, have been duly authorized by all necessary action on the part of the Company. No other action, consent or approval on the part of the Company or any other person or entity, is necessary to authorize the Company's due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection hereto. This Agreement and all other agreements and documents executed in connection herewith by the Company, upon due execution and delivery thereof, shall constitute the valid and binding obligations of the Company, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

Organization, Qualification and Authority. Each of A4S and the Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Colorado. Each of A4S and the Merger Sub is in good standing and duly qualified to do business as a foreign corporation in all jurisdictions where the operation of its business or the ownership of its properties make such qualification necessary. Each of A4S and the Merger Sub has the requisite corporate power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted. Each of A4S and the Merger Sub has the requisite corporate right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of A4S and the Merger Sub hereby. The execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by A4S and the Merger Sub have been duly authorized by all necessary corporate action on the part of A4S and the Merger Sub, respectively. Except for the consent of A4S’s shareholders, no other action, consent or approval on the part of A4S and the Merger Sub or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This Agreement, and all other agreements and documents executed in connection herewith by A4S and the Merger Sub upon due execution and delivery thereof, shall constitute the valid binding obligations of A4S and the Merger Sub, respectively, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity.

Organization, Qualification and Authority. The Seller is a limited liability company duly organized and validly existing under the laws of its State’s jurisdiction, and is in good standing and duly qualified to do business in all jurisdictions where the operation of the Business or the ownership of its properties make such qualification necessary. Seller has full power and authority to own, lease and operate the Assets and its facilities as presently owned, leased and operated, and to carry on the Business as it is now being conducted. Seller has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by Seller, have been duly authorized by all necessary action on the part of Seller. No other action, consent or approval on the part of Seller or any other Person or entity is necessary to authorize Seller’s due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. In order to effectuate the transactions contemplated in this Agreement, this Agreement and all other agreements and documents executed in connection herewith by Seller, upon due execution and delivery thereof, shall constitute the valid and binding obligations of Seller, enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity.

Organization, Qualification and Authority. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the full corporate power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted. Buyer has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of Buyer hereby. The execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Buyer has been duly authorized by all necessary corporate action on the part of Buyer. No other action on the part of Buyer or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This Agreement, and all other agreements and documents executed in connection herewith by Buyer, upon due execution and delivery thereof, shall constitute the valid binding obligations of Buyer, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

Organization, Qualification and Authority. Buyer is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. Buyer has full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of Buyer hereby. The execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Buyer have been duly authorized by all necessary action on the part of Buyer. No other action, consent or approval on the part of Buyer, any member of Buyer, or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This Agreement, and all other agreements and documents executed in connection herewith by Buyer, upon due execution and delivery thereof, shall constitute the valid binding obligations of Buyer, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

Organization, Qualification and Authority. Merger Sub and Parent are corporations duly organized, validly existing and in good standing under the laws of the State of Tennessee (the "CCSI Companies"). Each of the CCSI Companies has the full corporate power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted. The CCSI Companies have the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements relating to this Agreement and to consummate the Merger and other transactions contemplated on the part of Merger Sub and Parent hereunder. The execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by the CCSI Companies have been duly authorized by all necessary corporate action and shareholder action on the part of each and all of the respective CCSI Companies. No other action on the part of any CCSI Companies or any other person or entity is necessary to authorize the execution, delivery, consummation and/or performance of this Agreement and all other agreements and documents executed in connection herewith. This Agreement, and all other agreements and documents executed in connection herewith by the CCSI Companies, upon due execution and delivery thereof, will constitute the valid and binding obligations of the respective CCSI Companies, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity. Copies of the Certificates of Existence of each of the CCSI Companies are attached to the opinion of counsel to be supplied by such companies pursuant to Section 13.5.

Organization, Qualification and Authority. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Capstone Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. Each of Parent and Capstone Sub has the full corporate power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted. Each of Parent and Capstone Sub has the full right, power and authority to execute, deliver and carry out the Merger and the terms of the Merger and this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of Parent and Capstone Sub, respectively, hereby. The execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Parent and/or Capstone Sub has been duly authorized by all necessary corporate action on the part of Parent and/or Capstone Sub. No other action on the part of Parent or Capstone Sub or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This Agreement, and all other agreements and documents executed in connection herewith by Parent and/or Capstone Sub, upon due execution and delivery thereof, shall constitute the valid binding obligations of Parent and or Capstone Sub, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity. No shareholder approval is required to effectuate the transactions contemplated hereunder. Parent and Capstone Sub have all material licenses, permits and governmental approvals necessary to operate their businesses.

Organization, Qualification and Authority. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Utah. Buyer has the full corporate power and corporate authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted. Buyer has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of Buyer hereby. The execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Buyer has been duly authorized by all necessary corporate action on the part of Buyer. No other action on the part of Buyer or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This Agreement, and all other agreements and documents executed in connection herewith by Buyer, upon due execution and delivery thereof, shall constitute the valid binding obligations of Buyer, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

Organization, Qualification and Authority. (a) The Company is duly organized and validly existing under the laws of the R.O.C. and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and to be conducted on the First Closing Date. The only directors of the Company as of the date hereof are the persons whose names are recorded on the latest version of the corporate registration card of the Company, and the Company has not amended its corporate registration since May 18, 2010. (b) Subject to Section 6.10, by the First Closing Date, the Company is expected to have acquired full ownership of two companies from Goyatek, namely Winya (Cayman) Technology Inc. and Goyatek (Mauritius) Technology Inc., the latter of which holds a wholly-foreign-owned enterprise in the People’s Republic of China named Goyatek Microelectronics (Shanghai) Ltd. ( ) (collectively, the “Subsidiaries”). Each of the Subsidiaries is duly organized and validly existing under the laws of the its jurisdiction of incorporation and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and to be conducted on the First Closing Date. (c) True, complete and accurate copies of the Company’s current Articles of Incorporation, each Subsidiary’s Memorandum and Articles of Association (or equivalent governing document) and true, complete and accurate copies of the respective minutes of all of directors’ and shareholders’ meetings of the Company and each Subsidiary held since inception have been delivered to Purchaser or its advisor. The Articles of Incorporation of the Company and each Subsidiary’s Memorandum and Articles of Association (or equivalent governing document) are in full force and effect. The R.O.C. Company Law and the Articles of Incorporation provide for the rights and restrictions attached to the share capital of the Company. (d) Neither the Company nor any Subsidiary has filed (nor has had filed against it), nor is any officer of the Company or any Subsidiary aware of, any petition for its winding-up, reconstruction, reorganization, bankruptcy or comparable proceedings. (e) The Company has full corporate power and authority to execute and deliver this Agreement and to carry out and perform the Company’s obligations under the terms of this Agreement (including the Exhibits hereto to which it is a party) and the related agreements required to be entered into as conditions of closin...