Common use of Company Matters Clause in Contracts

Company Matters. ChipMOS is a company limited by shares incorporated and validly existing under the laws of Taiwan, operating normally, and has full legal rights and authorizations to own its assets and operate its business. 1.1 Except for the approval of the shareholders meeting which has not yet been obtained on the Execution Date, ChipMOS has the requisite power and authority to execute and deliver the Transaction Documents, and perform the transactions contemplated in the Transaction Documents. ChipMOS has obtained all necessary authorizations through the requisite corporate actions regarding the execution and delivery of the Transaction Documents. Further, ChipMOS will obtain all necessary authorizations regarding the performance of the Transaction Documents through the requisite corporate action on the Closing Date. The Transaction Documents constitute a legitimate, valid, and binding obligation of ChipMOS, which is also enforceable against ChipMOS in accordance with the terms and conditions provided therein. 1.2 In no event shall any of the following circumstances come to exist with respect to ChipMOS regarding the execution and delivery of the Transaction Documents: (1) Violation of or conflict with the articles of incorporation, internal regulations, licenses and other approvals and permits necessary to operate the business; (2) Violation of any terms and conditions provided in any contract or agreement to which ChipMOS is a party or by which ChipMOS shall be bound, or for which it would bear liability for breaching, or for which ChipMOS’ breach would give rise to the right of another party to raise any claim against ChipMOS; however, those violations and liabilities without Material Adverse Effect shall be excluded; or (3) Violation of any laws, orders, administrative regulations or any judgment of the courts by which ChipMOS or the Transaction shall be bound; however, those violations without Material Adverse Effect shall be excluded. 1.3 Except as provided in Section 1.3 in ChipMOS Disclosure Letter, ChipMOS does not need to obtain any approval, consent, authorization, or order from, or report to, or register with, the relevant competent authorities or any other third party (pursuant to any contract or agreement to which ChipMOS or any of its subsidiaries is a party).

Company Matters. ChipMOS is a company limited by shares incorporated and validly existing under the laws of Taiwan, operating normally, and has full legal rights and authorizations to own its assets and operate its business. 1.1 Except for the approval of the shareholders meeting which has not yet been obtained on the Execution Date, ChipMOS has the requisite power and authority to execute and deliver the Transaction Documents, and perform the transactions contemplated in the Transaction Documents. ChipMOS has obtained all necessary authorizations through the requisite corporate actions regarding the execution and delivery of the Transaction Documents. Further, ChipMOS will obtain all necessary authorizations regarding the performance of the Transaction Documents through the requisite corporate action on the Closing Date. The Transaction Documents constitute a legitimate, valid, and binding obligation of ChipMOS, which is also enforceable against ChipMOS in accordance with the terms and conditions provided therein. 1.2 In no event shall any of the following circumstances come to exist with respect to ChipMOS regarding the execution and delivery of the Transaction Documents: (1) Violation of or conflict with the articles of incorporation, internal regulations, licenses and other approvals and permits necessary to operate the business; (2) Violation of any terms and conditions provided in any contract or agreement to which ChipMOS is a party or by which ChipMOS shall be bound, or for which it would bear liability for breaching, or for which ChipMOS’ ' breach would give rise to the right of another party to raise any claim against ChipMOS; however, those violations and liabilities without Material Adverse Effect shall be excluded; or (3) Violation of any laws, orders, administrative regulations or any judgment of the courts by which ChipMOS or the Transaction shall be bound; however, those violations without Material Adverse Effect shall be excluded. 1.3 Except as provided in Section 1.3 in ChipMOS Disclosure Letter, ChipMOS does not need to obtain any approval, consent, authorization, or order from, or report to, or register with, the relevant competent authorities or any other third party (pursuant to any contract or agreement to which ChipMOS or any of its subsidiaries is a party).