Incorporation and Authority. The Company is an exempted company, duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. This Agreement is a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Incorporation and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of the State of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Incorporation and Authority. The Subscriber has the full power and authority to execute, deliver and perform this Agreement and to perform its obligations hereunder. This Agreement has been duly approved by all necessary action of the Subscriber, including any necessary shareholder approval (if necessary), has been executed by persons duly authorized by the Subscriber, and constitutes a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms.
Incorporation and Authority. Each of Parent and Sub is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary limited liability company power and authority to own, lease and operate its properties and to carry on its business as currently conducted, and to enter into this Agreement and each other agreement, document, instrument or certificate to be executed by Parent or Sub in connection with the consummation of the transactions contemplated by this Agreement (together with this Agreement, such agreements, documents, instruments and certificates being, the "Purchaser Documents"), to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Purchaser Documents by each of Parent and Sub, the performance by each of Parent and Sub of its obligations hereunder and thereunder and the consummation by each of Parent and Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of Parent, its members and Sub. This Agreement has been, and each of the other Purchaser Documents at Closing will be, duly executed and delivered by each of Parent and Sub, and (assuming due authorization, execution and delivery by each of the parties hereto and thereto other than Parent and Sub) this Agreement constitutes, and each of the other Purchaser Documents when so executed and delivered will constitute, legal, valid and binding obligations of Parent and Sub enforceable against Parent and Sub in accordance with their respective terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar laws affecting creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each of Parent and Sub is duly qualified to do business, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for where the failure to be so qualified would not have a Material Adverse Effect with respect to Parent or Sub. Parent owns beneficially and of record all of the outstanding membership interests in Sub. As of the d...
Incorporation and Authority. The Subscriber is a Cayman Islands exempted company, validly existing and in good standing under the laws of the Cayman Islands and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Incorporation and Authority. Each of Seller, Seller Parent, the Company and each Company Subsidiary is an entity duly organized, validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, and has all requisite corporate power and authority to conduct its business as currently conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. Seller has delivered to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). Seller, Seller Parent and the Company have all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it will be a party, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery by Seller, Seller Parent and the Company of this Agreement and by Seller, Seller Parent and the Company of the Ancillary Agreements to which it will be a party, and the consummation by Seller, Seller Parent and the Company of the transactions contemplated on its part hereby and thereby, have been duly authorized by all necessary company action on the part of Seller, Seller Parent and the Company. This Agreement has been, and, to the extent Seller or the Company is a party thereto, the Ancillary Agreements will at the Closing be, duly executed and delivered by Seller, Seller Parent and/or the Company, as applicable, and (assuming due authorization, execution and delivery by the other parties thereto) this Agreement constitutes, and when executed and delivered, to the extent Seller, Seller Parent or the Company is a party thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of Seller, Seller Parent and/or the Company, as appli...
Incorporation and Authority. The Purchaser, (a) if not a natural person, has the full power and authority, and (b) if a natural person, has the legal capacity, to execute, deliver and perform this Agreement and to perform its obligations hereunder. This Agreement has been duly approved by all necessary action of the Purchaser, as applicable, has been executed by persons duly authorized by the Purchaser, and constitutes a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms.
Incorporation and Authority. 1.1 To the extent applicable, each of the Sellers has been duly incorporated or formed and is validly existing under the laws of its place of incorporation or formation and has full power to carry on its business as it is carried on at the date of this Agreement.
Incorporation and Authority. Each Purchaser has the full power and authority to execute, deliver and perform this Agreement and to perform its obligations hereunder. The Agreement has been duly approved by all necessary action of each Purchaser, including any necessary shareholder approval, has been executed by persons duly authorized by each Purchaser, and constitutes a valid and legally binding obligation of each Purchaser, enforceable in accordance with its terms.
Incorporation and Authority. The Company has been duly incorporated and is existing under the laws of Switzerland, with power and authority (corporate and other) to own its properties and conduct its business as described in the disclosure documents (collectively, the “Disclosure Documents”) that are set forth in folder 16 of the data room prepared by the Company and made available to such Investor (the “Dataroom”).
