INCORPORATION AND CAPACITY OF THE SELLERS Sample Clauses

INCORPORATION AND CAPACITY OF THE SELLERS. (i) Seller’s companies are duly organized, validly existing and registered in the Register of Enterprises of Milan and Rome. They have never been submitted to dissolution, liquidation or bankruptcy, they are not insolvent or unable to pay their debts and no situation is currently envisaged, which could lead to any of the above insolvency proceedings. (ii) The Sellers have the full legal power and authority necessary to execute the present Contract and fulfill the obligations stated therein; said obligations do not conflict with any corporate by-laws or any legal or judicial provision, as well as with any agreement, contract or undertaking relevant to the regular continuation of Sellers’ activities. (iii) The Sellers have obtained all necessary authorizations for the execution and fulfilment of the present Contract. (iv) With respect to the present Contract no further authorization is required, other than the one foreseen in art. 11.
Sample 1
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INCORPORATION AND CAPACITY OF THE SELLERS. (i) Seller’s companies are duly organized, validly existing and registered in the Register of Enterprises of Milan and Rome. They have never been submitted to dissolution, liquidation or bankruptcy, they are not insolvent or unable to pay their debts and no situation is currently envisaged, which could lead to any of the above insolvency proceedings.
Sample 1

Related to INCORPORATION AND CAPACITY OF THE SELLERS

  • Organization of the Seller The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • Incorporation and Good Standing The Company has been duly incorporated or formed and is validly existing and in good standing as a company limited by shares under the laws of the jurisdiction of its formation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. As of the Closing, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is not otherwise disclosed in the Disclosure Package.

  • Due Incorporation and Good Standing AVRS is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.

  • Incorporation and Standing The Company is, and at the Closing Date will be, duly formed and validly existing in good standing as a corporation under the laws of the State of Delaware and with full power and authority (corporate and other) to own its properties and conduct its business, present and proposed, as described in the Offering Documents; the Company, has full power and authority to enter into this Agreement; and the Company is duly qualified and in good standing as a foreign entity in each jurisdiction in which the failure to so qualify would have a material adverse effect on the Company or its properties.

  • Incorporation and Corporate Power The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

  • Incorporation and Good Standing of the Company The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify would not result in a Material Adverse Change.

  • Incorporation and Existence The Purchaser is a corporation organized and existing under the laws of the Province of Ontario.

  • Certificate of Incorporation and By-laws of the Surviving Corporation (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law.

  • Incorporation and Organization The Corporation has been incorporated or formed, as the case may be, is organized and is a valid and subsisting corporation or partnership, as the case may be, under the laws of its jurisdiction of existence and has all requisite corporate power and capacity to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof.

  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

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