Organization, Qualification, Corporate Power and Authority. (a) Each of the Debtor and each of its Subsidiaries is a corporation, limited liability company or limited partnership duly organized (or duly formed, as applicable), validly existing and in good standing under the laws of its jurisdiction of incorporation or organization (or formation). Each of the Debtor and each of its Subsidiaries is duly qualified to conduct business and is in good standing under the laws of each jurisdiction (each such jurisdiction being set forth in Section 2.1(a) of the Debtor Disclosure Schedule) in which the nature of its businesses or the ownership or leasing of its properties requires such qualification. Section 2.1(a) of the Debtor Disclosure Schedule (i) lists all Subsidiaries of the Debtor and the Debtor's ownership interest therein and the jurisdiction in which the Debtor or such Subsidiary was organized and (ii) sets forth a true and correct organizational chart for the Debtor and each of its corporate Subsidiaries. For the purpose of this Agreement, the term "Subsidiary" means any corporation, partnership, limited liability company, joint venture or other legal entity of which the Buyer or the Debtor, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or indirectly, 50% or more of the outstanding voting securities or equity interests of such legal entity or is the general partner of such legal entity, but excludes any such entities that are dormant and have no operations or assets (the "Dormant Entities"). The Debtor has made available to the Buyer true and complete copies of the respective charters and by-laws (or comparable organizational documents), each as amended and in effect on the date hereof, of the Debtor and its Subsidiaries. Subject to supervision by the Bankruptcy Court in accordance with Title 11 of the United States Code, in the case of the Debtor (the "Bankruptcy Code"), each of the Debtor and each of its Subsidiaries has all necessary corporate, limited liability company or limited partnership power and authority to own its respective properties and assets and to carry on its respective businesses as now conducted and is duly qualified or licensed to do business as a foreign corporation, limited liability company or limited partnership, as the case may be, in good standing in all jurisdictions in which the character or the location of its owned or leased assets or the nature of the business it conducts requires licensing or qualification, except where the fa...
Organization, Qualification, Corporate Power and Authority. (a) Each of the Company and each Subsidiary of the Company is a corporation, limited partnership or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company and each Subsidiary of the Company is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, other than where the failure to be so qualified would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect (as defined hereinafter). Each of the Company and each of its Subsidiaries has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Each of the Company and each of its Subsidiaries has furnished or made available to Parent a copy of its charter, by-laws or other similar organizational documents, each as amended and as in effect on the date of this Agreement. Except as set forth in Schedule 2.1(a) of the Company Letter, each of the Company and its Subsidiaries has at all times complied with, and is not in default under or in violation of, any provision of its charter, by-laws or other organizational documents. Schedule 2.1(a) of the Company Letter sets forth (A) all Subsidiaries of the Company and their respective jurisdictions of incorporation or organization and legal form of entity and (B) each owner and the respective amount of such owner’s equity interest in each Subsidiary of the Company. A “Material Adverse Effect” means any change affecting, or any condition having an effect, that is or would reasonably be expected to be materially adverse to (i) the businesses, assets, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole (after taking into account any insurance recoveries reasonably expected in respect thereof), or (ii) the ability of the Company timely to consummate the transactions contemplated hereby or by the Articles of Merger, except, in the case of either clause (i) or clause (ii), where such effect results from (v) changes in (A) prevailing interest rates or credit spreads, (B) prevailing economic or market conditions, (C) Laws (as defined in Section 2.3) or interpretations thereof or (D) GAAP (as defined in Section 2.5) or interpretations thereof, in any such case w...
Organization, Qualification, Corporate Power and Authority. (a) The Company is a corporation duly organized and validly existing as a limited liability company under the laws of Sweden. The Company is duly qualified to conduct business and is in corporate and tax good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, each of which jurisdictions is set forth in Section 2.1 of the Disclosure Schedule. The Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has furnished to the Buyer true and complete copies of its Articles of Association and registration certificate, each as amended and as in effect on the Agreement Date. The Company has at all times complied with, and is not in default under or in violation of, any provision of its articles of association.
(b) The Company has all requisite power and authority to execute and deliver the Fundamental Agreements (as defined below in this Section 2.1(b)) and to perform its obligations under the Fundamental Agreements. The Fundamental Agreements have each been (or in the case of the Fundamental Agreements to be entered into on the Closing Date, shall be when delivered) duly and validly (i) executed and delivered by the Company and (ii) authorized by all necessary corporate action on the part of the Company. Each Fundamental Agreement constitutes (or, in the case of the Fundamental Agreements to be entered into on the Closing Date, shall constitute) a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and except as the availability of equitable remedies may be limited by general principles of equity. For purposes of this Agreement, the term "Fundamental Agreements" means this Agreement, the Escrow Agreement, the Registration Rights Agreement in the form attached hereto as EXHIBIT B (the"Registration Rights Agreement") and, with respect to the Company and the Company Stockholders party thereto, the Offer Letters attached hereto as EXHIBIT C and the Consulting Agreements attached hereto as EXHIBIT D.
Organization, Qualification, Corporate Power and Authority. (a) Each of the Company and its Subsidiaries (as defined hereinafter) is a corporation, limited partnership or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company and its Subsidiaries is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, other than where the failure to be so qualified would not individually or in the aggregate have a Material Adverse Effect (as defined hereinafter) on the Company (each such jurisdiction being set forth in SCHEDULE 2.1(a)). Each of the Company and its Subsidiaries has all requisite corporate or partnership power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Each of the Company and its Subsidiaries has furnished to the Investor a copy of its charter, by-laws or other similar organizational documents, each as amended and as in effect on the date of this Agreement. Each of the Company and its Subsidiaries has at all times complied with, and is not in default under or in violation of, any provision of its charter, by-laws or other organizational documents. A "MATERIAL ADVERSE EFFECT" on or with respect to the Company means a material adverse effect on (i) the businesses, assets (including licenses, franchises and other intangible assets) or financial condition or operating income of the Company and its Subsidiaries, taken as a whole, except where such effect results from changes in prevailing interest rates or interest rate spreads or changes in the prevailing economic or market conditions having a similar effect on the industry generally or (ii) the ability of the Company to consummate the transactions
Organization, Qualification, Corporate Power and Authority. (a) The Company is a corporation duly organized, validly existing and in corporate and tax good standing under the laws of the State of Connecticut. The Company is duly qualified to conduct business and is in corporate and tax good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, each of which jurisdiction is set forth in Section 2.1 of the Disclosure Schedule. The Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has furnished to the Buyer true and complete copies of its Certificate of Incorporation and By-laws, each as amended and as in effect on the Agreement Date. The Company has at all times complied with, and is not in default under or in violation of, any provision of its Certificate of Incorporation and By-laws.
(b) The Company has all requisite power and authority to execute and deliver the Fundamental Agreements (as defined below in this Section 2.1(b)) and to perform its obligations under the Fundamental Agreements. The Fundamental Agreements have each been (or in the case of the Escrow Agreement, shall be when delivered) duly and validly (i) executed and delivered by the Company and (ii) authorized by all necessary corporate action on the part of the Company. Each Fundamental Agreement constitutes (or, in the case of the Escrow Agreement, shall constitute) a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. For purposes of this Agreement, as to each Company Stockholder, the term "Fundamental Agreements" means this Agreement, the Escrow Agreement, the Employment Agreement in the form attached hereto as Exhibit C between the Company and the Company Stockholder, --------- and the Registration Rights Agreement in the form attached hereto as Exhibit D. ---------
Organization, Qualification, Corporate Power and Authority. The Company and each of its Subsidiaries is a corporation (or other business entity) duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation. The Company and each of its Subsidiaries is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification would not have a Material Adverse Effect, all of which jurisdictions are set forth in Section 4.01 of the Disclosure Schedule. The Company and each of its Subsidiaries has full corporate (or other entity) power and authority to carry on the businesses in which it currently is engaged and to own and use the properties owned and used by it. Section 4.01 of the Disclosure Schedule lists the Company’s Subsidiaries and the directors and officers of the Company’s and each of its Subsidiaries.
Organization, Qualification, Corporate Power and Authority. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware. The Company is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, other than where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. The Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.
(b) The Company has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Subject to approval by the Bankruptcy Court: (a) all corporate and stockholder acts and other proceedings required to be taken by the Company to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and properly taken and (b) this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
(c) The Company has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its assets and to carry on its businesses as presently conducted, other than such the lack of which would not, individually or in the aggregate, have a Company Material Adverse Effect.
(d) The Company has no subsidiaries.
Organization, Qualification, Corporate Power and Authority. (a) CCM is duly organized, validly existing and in good standing under the laws of the State of Delaware. CCM is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, other than where the failure to be so qualified would not individually or in the aggregate have an Investor Material Adverse Effect. CCM has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. CCM has at all times complied with, and is not in default under or in violation of, any provision of its organizational documents, other than where the failure to so comply and such defaults and violations would not individually or in the aggregate have an Investor Material Adverse Effect.
(b) CCM has all requisite power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement by CCM, the performance of this Agreement and the consummation of the transactions contemplated hereby by CCM has been duly and validly authorized by all necessary action on the part of CCM. This Agreement has been duly and validly executed and delivered by CCM and constitutes a valid and binding obligation of CCM, enforceable against CCM in accordance with its terms.
Organization, Qualification, Corporate Power and Authority. (a) MODE is a corporation duly organized, validly existing and in corporate and tax good standing under the laws of the State of Delaware. MODE is duly qualified to conduct business and is in corporate and tax good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, each of which jurisdiction is set forth in Section 2.1 of the Disclosure Schedule. MODE has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. MODE has furnished to Emcore true and complete copies of its Certificate of Incorporation and By-laws, each as amended and as in effect on the Agreement Date. MODE has at all times complied with, and is not in default under or in violation of, any provision of its Certificate of Incorporation and By-laws.
(b) MODE has all requisite power and authority to execute and deliver the Fundamental Agreements (as defined below in this Section 2.1(b)) and to perform its obligations under the Fundamental Agreements. The Fundamental Agreements have each been (or in the case of the Escrow Agreement, shall be when delivered) duly and validly (i) executed and delivered by MODE and (ii) authorized by all necessary corporate action on the part of MODE. Each Fundamental Agreement constitutes (or, in the case of the Escrow Agreement, shall constitute) a valid and binding obligation of MODE, enforceable against MODE in accordance with its terms. For purposes of this Agreement, the term "Fundamental Agreements" means this Agreement and the Escrow Agreement.
Organization, Qualification, Corporate Power and Authority. (a) Each of the Buyer and the Merger Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Buyer and the Merger Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction (each such jurisdiction being set forth in Section 3.1(a) of the Buyer Disclosure Schedule) in which the nature of its businesses or the 16
(b) Each of the Buyer and the Merger Subsidiary has all requisite power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement by the Buyer and the Merger Subsidiary and, subject to the approval of the Buyer Charter Amendment (as defined in Section 4.12) and the Buyer Share Issuance (as defined below in this Section 3.1(b)) by the stockholders of the Buyer, the performance of this Agreement and the consummation of the transactions contemplated hereby by the Buyer and the Merger Subsidiary have been duly and validly authorized by all necessary corporate action on the part of the Buyer and the Merger Subsidiary. This Agreement has been duly and validly executed and delivered by the Buyer and the Merger Subsidiary and constitutes a valid and binding obligation of the Buyer and the Merger Subsidiary, enforceable against the Buyer and the Merger Subsidiary in accordance with its terms. For purposes of this Agreement, "Buyer Share Issuance" means the issuance by the Buyer of shares of its capital stock as contemplated by this Agreement and the Amended Plan, including (i) the issuance of the Plan Shares as contemplated by the Merger Agreement and the Amended Plan, (ii) the issuance of shares of Buyer Common Stock and, if applicable, shares of Class B Common Stock, par value $0.01 per share, of the Buyer ("Buyer Class B Common Stock") having the terms specified in the Buyer Charter Amendment upon exercise of Rights issued pursuant to the Rights Offering or issued to the Standby Purchasers (or their assignees or persons in substitution therefor) pursuant to the Standby Purchase Commitments in connection with the Rights Offering, and (iii) the issuance of the Buyers Warrants issued by the Buyer (x) pursuant to the Rights Offering, (y) to the Standby Purchasers in connection with the Rights Offering, and (z) pursuant to the Buyer Distribution, and the issuance of shares of Buyer Common Stock upon exercise of any of the foregoing Buyer Warrants.
