Incorporation and Authorization. Such Shareholder has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement. This Agreement has been duly executed and delivered by such Shareholder and constitutes a legal, valid and binding obligation of such Shareholder enforceable against it in accordance with its terms, subject to bankruptcy and insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.
Incorporation and Authorization. The Company is duly formed and validly existing in good standing as a corporation under the laws of the State of its incorporation. The execution and delivery by the Company of this Agreement have been duly authorized by all necessary action, and this Agreement is the valid, binding and legally enforceable obligation of the Company.
Incorporation and Authorization. The Agent is duly formed and validly existing in good standing as a corporation under the laws of the State of its incorporation. The execution and delivery by the Agent of this Agreement have been duly authorized by all necessary action, and this Agreement is the valid, binding and legally enforceable obligation of the Agent.
Incorporation and Authorization. It is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation; it has all necessary power, authority, capacity and right, and has received all requisite approvals to enter into this Agreement and this Agreement has been duly executed and delivered by Furukawa and constitutes a legal, valid and binding agreement enforceable by the Uniphase Parties against Furukawa in accordance with its terms subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the equitable power of the court to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.
Incorporation and Authorization. 23 4.2 Enforceability of the Agreement . . . . . . . . . . . . . . . . . . . . . . 23 3 -2-
Incorporation and Authorization. The Consultant is duly formed and validly existing in good standing as a corporation under the laws of the State of its incorporation. The execution and delivery by the Consultant of this Agreement have been duly authorized by all necessary action, and this Agreement is the valid, binding and legally enforceable obligation of the Consultant.
Incorporation and Authorization. The Purchaser is a corporation duly incorporated, organized, validly existing and in good standing under the laws of Georgia and has full capacity, power and authority, corporate and otherwise, to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and has been duly authorized to execute and become a party to this Agreement and to consummate the transactions provided herein or pursuant hereto.
Incorporation and Authorization a. SAMA is a company validly incorporated under the laws of Costa Rica, and it has all the powers and faculties of a corporation to conduct business, such as it is currently doing.
Incorporation and Authorization a. The Purchaser is a company duly incorporated, organized and validly in existence under the laws of Costa Rica, and it is has full corporate capability to execute this Agreement and each of the agreements, documents and instruments that the Purchaser must execute in relation to this Agreement and to fulfill its obligations under said Agreement and documents.
Incorporation and Authorization. Each such Investor (other than an individual) is duly formed and validly existing under the laws of the jurisdiction governing its formation and each such Investor has all the necessary corporate or other power, authority and capacity to enter into this Agreement and each of the Transaction Documents and the execution and delivery of this Agreement and each of the Transaction Documents has been duly authorized by all necessary corporate or other action on the part of each such Investor and validly executed and delivered. The execution, delivery and performance of this Agreement and the Transaction Documents by each such Investor will not be in contravention of any law, order or agreement or any Organic Documents of such Investor.
