Organization, Qualification and Power; Authorization Clause Samples

Organization, Qualification and Power; Authorization. (a) Each Acquired Company is a corporation duly organized, validly existing and in good standing under the Laws of Delaware. Collectively, the Acquired Companies have all requisite corporate power and authority to carry on the Business as currently conducted. (b) Each Acquired Company is duly authorized to conduct business as currently conducted by it and is in good standing as a foreign corporation under the Laws of each jurisdiction where such qualification is required, except such jurisdictions where the failure to be so authorized, qualified or in good standing would not be material to the Business as currently conducted. Section 2.1(b) of the Disclosure Schedule sets forth each jurisdiction in which such Acquired Company is licensed or qualified to do business. (c) Each Acquired Company has all requisite corporate power and authority to execute and deliver the Transaction Documents to which it is (or will be) a party and to perform its obligations thereunder. The execution and delivery by each Acquired Company of, and the performance by such Acquired Company of the obligations under, the Transaction Documents to which it is (or will be) a party has been (or will be) duly authorized by all requisite corporate action. Each of the Transaction Documents to which an Acquired Company is (or will be) a party has been (or will be) duly executed and delivered by such Acquired Company and constitutes (or will constitute) the valid and legally binding obligation of such Acquired Company, enforceable against such Acquired Company in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, the “Enforceability Exceptions”). (d) On or prior to the date hereof, the Board of Directors of the Company has, at a meeting duly called and held in which all directors were present, unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are fair to and in the best interest of the Company and the holders of Company Capital Stock, and adopted resolutions by a unanimous vote (i) approving this Agreement, and (ii) declaring this Agreement and the Merger advisable and directed that this Agreement be submitted to the holders of Company Capital Stock for their adoption, which resolutions have not been subseq...
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Organization, Qualification and Power; Authorization. (a) The Company is duly organized, validly existing and, to the extent applicable, in good standing under the Laws of Pennsylvania. The Company is duly authorized to conduct business and is in good standing as a foreign corporation under the Laws of each jurisdiction where such qualification is required, except where the failure to be so duly qualified or licensed and in good standing would not reasonably be expected to be material to the Company. The Company has all requisite limited liability company power and authority to carry on the Business as currently conducted. Schedule 2.1(a) sets forth each jurisdiction in which the Company is licensed or qualified to do business. (b) The Company has all requisite limited liability company power and authority to execute and deliver the Transaction Documents to which it is (or will be) a party and to perform its obligations thereunder. The execution and delivery by the Company of, and the performance by the Company of the obligations under, the Transaction Documents to which it is (or will be) a party has been (or will be) duly authorized by all requisite company action. Each of the Transaction Documents to which the Company is (or will be) a party has been (or will be) duly executed and delivered by the Company and constitutes (or will constitute) the valid and legally binding obligation of the Company.
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Organization, Qualification and Power; Authorization. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Georgia. The Company is duly authorized to conduct the Business as currently conducted and is in good standing as a foreign corporation under the Laws of each jurisdiction where such qualification is required, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company. The Company has all requisite corporate power and authority to carry on the Business as currently conducted by the Company. The Company has provided Buyer with a true and complete copy of its Organizational Documents. (b) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is (or will be) a party and to perform its obligations thereunder. The execution and delivery by the Company of each of this Agreement and the other Transaction Documents to which it is (or will be) a party, and the performance by the Company of its obligations thereunder, have been duly authorized by all requisite action by the Company’s Board of Directors and sole shareholder. Each of this Agreement and the other Transaction Documents to which the Company is (or will be) a party has been (or will be) duly executed and delivered by the Company and constitutes (or will constitute) the valid and legally binding obligation of the Company, enforceable against it in accordance with its terms and conditions, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and except as such enforceability is subject to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law).
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Related to Organization, Qualification and Power; Authorization

  • Organization, Qualification and Power The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all requisite corporate power and authority, and all governmental licenses, governmental authorizations, governmental consents and governmental approvals, required to carry on its business as now conducted and to own, lease and operate the assets and properties of the Company as now owned, leased and operated. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction in which the character or location of its properties and assets owned, leased or operated by the Company or the nature of the business conducted by the Company requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing in such other jurisdiction could not, individually or in the aggregate, have a Material Adverse Effect (as defined herein) on the Company. The Company has heretofore delivered to the Investors complete and accurate copies of its Articles of Incorporation and Bylaws, as currently in effect. The Company has previously delivered to the Investors a complete and accurate list of all jurisdictions in which the Company is qualified or licensed to do business as of the date hereof.

  • Organization; Good Standing; Qualification and Power The Contributed Subsidiaries are all of the subsidiaries of the Contributed Companies or any of their direct or indirect subsidiaries. Each of the Contributed Companies and each of the Contributed Subsidiaries and each of the Contributing Companies is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requisite corporate power and authority to own, lease and operate any and all of the Group Assets held by such company and for the Conduct of the Group Business as now being conducted by such company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not have a Material Adverse Effect on the Group Business. SSI has delivered to VERITAS or its counsel complete and correct copies of the charter documents of the Contributed Companies and SSI will deliver to VERITAS or its counsel prior to the Effective Time the equivalent charter documents of the Contributed Subsidiaries, in each case as amended through Closing. Except for the Contributed Subsidiaries, none of the Contributed Companies nor any of the Contributed Subsidiaries owns, directly or indirectly, any capital stock or other equity interest of any corporation or has any direct or indirect equity or ownership interest in any other business, whether organized as a corporation, partnership, joint venture or otherwise.

  • Authorization and Power Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

  • Organization, Qualification and Authority Advanced is a corporation duly organized, validly existing and in good standing in the State of Delaware and is not required to be qualified as a foreign corporation in any other jurisdiction. Each ACS2 Subsidiary is a corporation duly organized, validly existing, in good standing and duly qualified as a foreign corporation in the respective jurisdictions set forth in Exhibit 3.1 attached hereto. Since the date of its organization and incorporation, Advanced has consistently observed and operated within the corporate formalities of the jurisdictions in which it is incorporated and/or conducts its business, and has consistently observed and complied with the general corporation law of such jurisdictions. True and complete copies of the Charter and Bylaws, as currently in effect, of each ACS2 Subsidiary have been previously delivered to Dynamic. No amendments to any such Charter or Bylaws have been authorized. Advanced 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. Subject to obtaining certain third party consents, Advanced 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. Subject to obtaining certain third party consents, the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Advanced have been duly authorized by all necessary corporate action on the part of Advanced and no other action on the part of Advanced 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 Advanced, upon due execution and delivery thereof, will constitute the valid and binding obligations of ACS2, 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 Corporate Power The Company is a corporation duly organized, validly existing and in corporate and tax good standing under the laws of the State of Delaware. 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, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect (as defined below). 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 or made available to the Parent complete and accurate copies of its certificate of incorporation and bylaws. The Company is not in default under or in violation of any provision of its certificate of incorporation, as amended to date, or its bylaws, as amended to date. For purposes of this Agreement, “Company Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise), results of operations or future prospects of the Company taken as a whole.