Organization; Standing and Power; Charter Documents. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as currently conducted and as currently contemplated to be conducted and to perform its obligations under all Contracts to which it is bound. Seller is duly qualified to do business as a foreign corporation under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect.
Organization; Standing and Power; Charter Documents. Subsidiaries 16 Section 3.2 Capital Structure 18
Organization; Standing and Power; Charter Documents. Buyer is a [private limited company (“besloten vennootschap met beperkte aansprakelijkheid”)] duly organized, validly existing and in good standing under the laws of Belgium, and has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and is duly qualified or licensed to do business and in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary. The Buyer has delivered or made available to the Sellers a true and correct copy of the current articles of association (“statuten”) of the Company and as in full force and effect. The Buyer is not in violation of any of the provisions of its articles of association. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and is duly qualified or licensed to do business and in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, would not have, and would not reasonably be expected to have, a Material Adverse Effect on Parent. Parent has delivered or made available to the Sellers a true and correct copy of the Certificate of Incorporation and Bylaws of the Company as in full force and effect. The Parent is not in violation of any of the provisions of its Certificate of Incorporation or Bylaws.
Organization; Standing and Power; Charter Documents. (a) Organization; Standing and Power. EASBY and each of the Vaxa Entities: (i) is duly organized, validly existing and in good standing under the Laws of the State of Colorado or Nevada (as applicable) and has the requisite limited liability company power and authority to own, lease, and operate its assets and to carry on its business as now conducted; and (b) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the assets and properties owned, leased, or operated by it or the nature of its business makes such qualification or license necessary, except where the failure to be so qualified or licensed or to be in good standing, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to such company.
Organization; Standing and Power; Charter Documents. Parent and Merger Sub are each a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, have the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure to be so organized, existing and in good standing or so qualified, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent.
Organization; Standing and Power; Charter Documents. Subsidiaries 18 3.2 Capital Structure 18 3.3 Authority; No Conflict; Necessary Consents 20 3.4 SEC Filings; Financial Statements; Internal Controls 21 3.5 Absence of Certain Changes or Events 24 3.6 Taxes 24 3.7 Title to Properties 27 3.8 Intellectual Property 28 3.9 Restrictions on Business Activities 32 3.10 Governmental Authorizations 32 3.11 Litigation 32 3.12 Compliance with Laws 33 3.13 Environmental Matters 34
Organization; Standing and Power; Charter Documents. Subsidiaries), Section 3.2 (Capital Structure), Section 3.3(a) and (b)(a)(i) (Authority; No Conflict), Section 3.14(a) (Broker’s and Finders’ Fees; Fees and Expenses) and Section 3.20 (Fairness Opinion)) shall be true and correct (disregarding, for this purpose, all qualifications and exceptions contained therein relating to materiality or “Material Adverse Effect”), in each case, both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except to the extent that the failure of any such representations and warranties to be so true and correct does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or, in the case any failure of the representations and warranties in Section 3.8(n) (Intellectual Property; Transaction), a Material Adverse Effect on Parent or its Subsidiaries.
Organization; Standing and Power; Charter Documents. Each of Parent and Merger Sub (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and (iii) is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a material and adverse impact on the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement.
Organization; Standing and Power; Charter Documents. Minutes; Subsidiaries; Affiliates.
Organization; Standing and Power; Charter Documents. 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, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and is duly qualified or licensed to do business and in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, would not have, and would not reasonably be expected to have, a Material Adverse Effect on Parent.
