Due Incorporation, Subsidiaries; Etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority to conduct its business in the manner in which its business is currently being conducted. The Company is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified or in such good standing is not likely to have a Company Material Adverse Effect.
Due Incorporation, Subsidiaries; Etc. (a) Each Target Company is a private limited company duly formed, validly existing and in good standing under the Laws of England and has all necessary power and authority to conduct its business in the manner in which its business is currently being conducted. Each Target Company is in good standing, under the Laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified or in such good standing is not likely to have a Target Xxxxx Xxxxxxxx Adverse Effect.
Due Incorporation, Subsidiaries; Etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and as currently planned to be conducted; (ii) to own, lease and use its assets in the manner in which its assets are currently owned, leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to be so incorporated, validly existing or in good standing, or have such power and authority, would not result in a Material Adverse Effect.
Due Incorporation, Subsidiaries; Etc. Section 2.2 (Authority; Binding Nature of Agreement), Sections 2.4(a), (b), (d), (f) and (g) (Capitalization, Etc.), Section 2.15 (Tax Matters) and Section 2.21 (Financial Advisor).
Due Incorporation, Subsidiaries; Etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California and has all necessary corporate power and authority to conduct its business in the manner in which its business is currently being conducted.
Due Incorporation, Subsidiaries; Etc. (a) The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware and has all necessary limited liability company power and authority to conduct its business in the manner in which its business is currently being conducted. The Seller is qualified to do business as a foreign limited liability company, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified or in such good standing is not likely to have a material adverse effect on the ability of the Seller perform its obligations under, and to consummate the transactions contemplated by this Agreement.
Due Incorporation, Subsidiaries; Etc. 26 2.2 Certificate of Incorporation and Bylaws 26 2.3 Capitalization, Etc 26 2.4 Financial Statements. 28 2.5 Absence of Certain Changes 28 2.6 Title to and Condition of Assets 29 2.7 Real Property; Leasehold. 29 2.8 Intellectual Property. 30 2.9 Regulatory Matters. 32 2.10 Material Contracts. 35 2.11 Liabilities 38 2.12 Compliance with Laws; Export Controls. 38 2.13 Certain Business Practices 39 2.14 Tax Matters. 39 2.15 Employee Benefit Plans and Employee Matters. 41 2.16 Environmental Matters 46 2.17 Insurance 46 2.18 Legal Proceedings; Orders 46 2.19 Authority; Binding Nature of Agreement 47 2.20 Vote Required 47 2.21 Non-Contravention; Consents 47
Due Incorporation, Subsidiaries; Etc. 33. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority to conduct its business in the manner in which its business is currently being conducted.
Due Incorporation, Subsidiaries; Etc. Sections 2.3(a), (b), (d), (e) (first sentence only) and (f) (Capitalization, Etc.), Section 2.19 (Authority; Binding Nature of Agreement) and Section 2.22 (Financial Advisor).
Due Incorporation, Subsidiaries; Etc. (a) The Seller is a limited liability company and is duly formed, validly existing and in good standing under the Laws of England and Wales and has all necessary power and authority to conduct its business in the manner in which its business is currently being conducted.
