Incorporation; Authorization; Etc Clause Samples

Incorporation; Authorization; Etc. (a) Seller is a --------------------------------- corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business in each jurisdiction in which the nature of property leased by the Seller with respect to the Business or the conduct of Seller with respect to the Business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, reasonably be expected to have an Adverse Effect on Seller. (b) Seller has all requisite corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and to consummate the transactions contemplated hereby by Seller. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Seller. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of Seller's certificate of incorporation or bylaws, (ii) except as disclosed in Schedule 3.1 (b), violate any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien (except Permitted Liens) upon any of the Acquired Assets, pursuant to any Contract or Order to which Seller or any of its Affiliates is a party or by which it is bound, or (iii) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction of any kind or character to which Seller is subject, that, in the case of any of clauses (ii) and (iii), would, individually or in the aggregate, reasonably be expected to Adversely Affect the Business. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (c) Except as otherwise provided in this Agreement, at the Closing, Seller will deliver to Buyer good title to the Acqu...

Incorporation; Authorization; Etc. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has full corporate power to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of Parent’s and Merger Sub’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other proceedings on the part of Parent and Merger Sub, their respective Boards of Directors and their respective stockholders or members. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (a) violate any provision of the charter or by-laws or similar organizational instrument of Parent, Merger Sub or any of their respective Subsidiaries, or (b) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien upon any of Parent’s, Merger Sub’s or any of their respective Subsidiaries’ assets or properties pursuant to, any Lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Parent, Merger Sub or any of their respective Subsidiaries is a party or by which Parent, Merger Sub or any of their respective Subsidiaries is bound. This Agreement has been duly executed and delivered by Parent and Merger Sub, and, assuming the due execution hereof by the Company, this Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity).

Incorporation; Authorization; Etc. Buyer is a corporation --------------------------------- duly incorporated, validly existing and in good standing under the laws of Delaware. Buyer has all requisite corporate power to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of Buyer's obligations hereunder and the consummation of the transactions contemplated hereby by Buyer have been duly and validly authorized by Buyer and no further corporate proceedings or actions on the part of Buyer, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance of this Agreement will not (i) violate any provision of the charter or bylaws or similar organizational instrument of Buyer, (ii) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any lien upon or the creation of a security interest in any of Buyer's assets or properties pursuant to, any Contract or Order to which Buyer is a party or by which Buyer is bound, or (iii) violate or conflict with any other material restriction of any kind or character to which Buyer is subject, that, in the case of clauses (ii) and (iii), would, individually or in the aggregate, reasonably be expected to have an Adverse Effect on Buyer or Buyer and its subsidiaries, taken as a whole. This Agreement has been duly executed and delivered by Buyer, and, assuming the due execution hereof by Seller, this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Other than investors in Buyer, Buyer has no Affiliates.

Incorporation; Authorization; Etc. Buyer is a corporation duly organized, and validly existing under the laws of the State of Israel. Buyer has full corporate power to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of the Transaction Documents, the performance of Buyer’s obligations hereunder, including issuance of the Restricted Shares to Seller, and thereunder and the consummation of the transactions contemplated hereby and thereby at the Closing, shall have been duly and validly authorized by Buyer and no other corporate proceedings or actions on the part of Buyer, its Board of Directors or its shareholders shall be necessary at the Closing. This Agreement has been duly executed and delivered by Buyer, and, assuming the due execution hereof by Seller, this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. An updated and complete copy of the Memorandum and Articles of Association of Buyer was provided to Seller prior to the date hereof. Buyer has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, the failure of which does not have a material Adverse Effect on Buyer. Each of the Buyer and its subsidiaries is duly qualified or licensed to carry on its business as it is now being conducted, and is qualified to do business in each jurisdiction where the character of its properties owned or leased or the nature of its activities makes such qualification necessary, except for failures to be so qualified that would not have a material Adverse Effect.

Incorporation; Authorization; Etc. Buyer is a business corporation duly organized and validly existing under the laws of the British Virgin Islands. Buyer has full power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party, the performance of Buyer’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary proceedings on the part of Buyer. This Agreement has been, and as of the Closing all of the Ancillary Agreements to be delivered by Buyer will be, duly executed and delivered by Buyer, and, assuming (except in the case of the Convertible Note) the due execution of Seller and any other parties thereto (other than Buyer), constitutes (or will constitute) the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with their terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, rehabilitation, receivership, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Incorporation; Authorization; Etc. Buyer is duly organized, validly existing and in good standing under the laws of its formation. Buyer has full limited authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements, the performance of Buyer’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company proceedings on the part of Buyer. This Agreement and each of the Ancillary Agreements has been duly executed and delivered by Buyer and constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general, moratorium laws or by general principles of equity.

Incorporation; Authorization; Etc. (a) Each of General Mills and each of its Subsidiaries is duly organized and validly exis▇▇▇▇ and, with respect to each U.S. Corporation, in good standing, under the laws of the jurisdiction of its organization. Each of General Mills and each of its Subsidiaries (i) has the requisite corporate or ▇▇▇▇lar power and authority to own its properties and assets and to carry on its business as it is now being conducted and (ii) with respect to each U.S. Corporation, is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to be so organized or in good standing or to be duly qualified to transact business, or to have such power and authority, would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of General Mills and its Subsidiaries, taken as a whole (a "General Mills Materi▇▇ ▇▇verse Effect"). (b) General Mills and Mer▇▇▇ ▇ub have the requisite corporate power to execute an▇ ▇▇▇iver this Agreement and to perform their obligations hereunder and to consummate the transactions contemplated hereby. General Mills has the requisite corporate power and authority to execute the ▇▇▇▇▇holders Agreement and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by General Mills and Merger Sub of this Agreement, the performance by General Mi▇▇▇ ▇nd Merger Sub of their obligations hereunder and the consummat▇▇▇ ▇y General Mills and Merger Sub of the transactions contemplated hereby have bee▇ ▇▇▇y and validly authorized by the respective Boards of Directors of General Mills and Merger Sub and, except for the filing of the Certificate of ▇▇▇▇er with the Secretary of State of the State of Delaware and the filing with such Secretary of Articles of Amendment to General Mills' certificate of incorporation to reflect the Charter Amendment, ▇▇▇ except for obtaining the approval by the stockholders of General Mills of (i) an amendment to the Restated Certificate of Incorporatio▇ ▇▇ General Mills, as amended, to eliminate Article V thereof (the "Charter Amend▇▇▇▇") and (ii) the issuance of the Purchase Price Shares and the Additional Shares, if any, pursuant to this Agreement (the "General Mills Share ...

Incorporation; Authorization; Etc. Each of Goodyear and K▇▇▇▇ is a corporation duly organized, validly existing and in good standing under the Laws of its state of incorporation. Goodyear Mexico is a sociedad de responsabilidad limitada, duly organized, validly existing and in good standing under the Laws of Mexico. Goodyear Canada is a corporation, duly organized, validly existing and in good standing under the Laws of Ontario. Each Seller is duly authorized to conduct business as a foreign corporation and is in good standing in each jurisdiction in which the ownership of the Purchased Assets owned by it or the performance of the Assumed Contracts or the Assumed Leases to which it is a party makes such qualification necessary. Each Seller has all requisite corporate or organizational power and authority to own Purchased Assets owned by it, to perform the Assumed Contracts and the Assumed Leases to which it is a party. Each Seller has all requisite corporate or organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party have been duly and validly authorized by all necessary corporate or organizational proceedings on the part of each Seller. This Agreement has been and when executed and delivered the Ancillary Agreements to which each of them is a party, will be duly and validly executed and delivered by each Seller and, assuming the due authorization, execution and delivery hereof by Purchaser, constitutes a valid and binding obligation of each Seller, enforceable against such Seller in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles and limitations on the availability of equitable relief (whether invoked in a proceeding at law or in equity).

Incorporation; Authorization; Etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Massachusetts. The Company (i) has all requisite corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted; (ii) is in good standing, and is duly licensed, authorized or qualified to transact business in each jurisdiction in which the ownership or lease of real property or the conduct of its business requires it to be so qualified; and (iii) has all government licenses, permits, approvals and other authorizations necessary to own its properties and assets and carry on its business as it is now being conducted. (b) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not (i) violate any provision of the Company's Articles of Organization or By-laws, (ii) violate any provision of, or be an event that is, or with the passage of time will result in, a violation of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any lien upon or the creation of a security interest in any of the Shares or any of the Company's assets or properties pursuant to any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which the Company or Shareholder is a party or by which either of them is bound, or (iii) violate or conflict with any other restriction of any kind or character to which the Company or Shareholder is subject. Section 4.2.