Organization, Qualification and Authority of the Company. The Company is a corporation duly organized, validly existing, and in good standing under the Laws of the state of Delaware and has full corporate power and authority to (a) enter into this Agreement and the other Transaction Documents to which the Company is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby and (b) own, operate, or lease the properties and assets now owned, operated, or leased by it and to carry on its business as it has been and is currently conducted. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. The execution and delivery by the Company of this Agreement and any other Transaction Document to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution, and delivery by Investor) this Agreement constitutes a legal, valid, and binding obligation of the Company enforceable against the Company in accordance with its terms. When each other Transaction Document to which the Company is or will be a party has been duly executed and delivered by the Company (assuming due authorization, execution, and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms.
Organization, Qualification and Authority of the Company. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of Colorado and has full corporate power and authority to (a) enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Creditor) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.
Organization, Qualification and Authority of the Company. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has full corporate power and authority to (a) enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby and (b) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Investor) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors’ rights generally or the effect of general principles of equity.
Organization, Qualification and Authority of the Company. The Company (a) is a corporation duly incorporated and validly existing under the Laws of the State of South Carolina, (b) has all requisite corporate power and authority to own, lease or otherwise hold its assets and to carry on its business as currently conducted and (c) is duly qualified as a foreign corporation to do business, and is in good standing (if applicable), in each jurisdiction where the conduct of its business or the ownership or leasing of its properties requires such qualification, except, in the case of clauses (b) and (c), where the failure to have such power and authority or to be so qualified or in good standing, as the case may be, would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect to the Company. Seller has made available to Purchaser (1) copies of the Articles of Incorporation and By-Laws, in each case as amended to the date of this Agreement, and (2) copies of the stock transfer books and minute books or similar records of the Company.
Organization, Qualification and Authority of the Company. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of California and has full corporate power and authority to (i) own, lease and operate its properties and assets and to carry on its business as presently conducted, and (ii) enter into this Agreement and carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Investor) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.
Organization, Qualification and Authority of the Company. Each of Parent and the Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware and has full corporate power and authority to (a) enter into this Agreement and the other Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and (b) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 of the Disclosure Schedules sets forth each jurisdiction in which Parent (solely with respect to the CoSense Business) or the Company is licensed or qualified to do business, and each of Parent (solely with respect to the CoSense Business) and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. The execution and delivery by each of Parent and the Company of this Agreement and any other Transaction Document to which any of Parent and/or the Company is a party, the performance by each of Parent and the Company of its obligations hereunder and thereunder and the consummation by each of Parent and the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each of Parent and the Company. This Agreement has been duly executed and delivered by each of Parent and the Company, and (assuming due authorization, execution and delivery by Investor) this Agreement constitutes a legal, valid and binding obligation of each of Parent and the Company enforceable against each of Parent and the Company in accordance with its terms. When each other Transaction Document to which any of Parent or the Company is or will be a party has been duly executed and delivered by Parent and the Company, as applicable, assuming due authorization, execution and delivery by each other party thereto, such Transaction Document will constitute a legal and binding obligation of each of Parent and the Company, as applicable, enforceable against it in accordance with its terms.
Organization, Qualification and Authority of the Company. The Company is a stock corporation duly organized, validly existing and in good standing under the laws of Germany and each other jurisdiction where the character of its assets or the nature of its business requires registration, if any, and has all corporate power and authority to own its assets and carry on its business as currently conducted.
Organization, Qualification and Authority of the Company. (a) The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Illinois and has all necessary limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted. The Company is duly licensed or qualified to do business in each jurisdiction listed in Section 3.02(a) of the Disclosure Schedules, and, except as disclosed in Section 3.02(a) of the Disclosure Schedules, the Company is licensed or qualified and in good standing PR01/ 1471369.15 under the laws of each state of the United States and each foreign jurisdiction where the nature of its business requires such licensing or qualification.
Organization, Qualification and Authority of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of Missouri and has full corporate power and authority to (i) enter into this Agreement and the other Transaction Documents to which the Company is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions, (ii) issue and sell the Shares and the Warrants to the Investor and issue the Common Stock upon conversion of the Shares and exercise of the Warrants, and (iii) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted.
Organization, Qualification and Authority of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware. The Company is duly licensed or qualified to carry on its business as now conducted and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that any failure to be so licensed or qualified would not result in a Material Adverse Effect.
