Common use of Organization; Authority; Enforceability Clause in Contracts

Organization; Authority; Enforceability. (a) Nocturne has been duly incorporated as an exempted company with limited liability in the Cayman Islands and, until the occurrence of the Domestication, is and will be validly existing and in good standing under the laws of the Cayman Islands. Upon the occurrence of the Domestication, Nocturne will be duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each of Nocturne and Merger Sub is (i) qualified to do business and is in good standing (or the equivalent, and where such concept of good standing is applicable) as a foreign entity in each jurisdiction in which the conduct of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a Material Adverse Effect and (ii) has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each of Nocturne and Xxxxxx Sub has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby.

Organization; Authority; Enforceability. (a) Nocturne has been The Company (i) is duly incorporated as an exempted company with limited liability in the Cayman Islands andorganized or formed, until the occurrence of the Domesticationvalidly existing, is and will be validly existing and in good standing under (or the laws equivalent, and where such concept of the Cayman Islands. Upon the occurrence of the Domestication, Nocturne will be duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation duly incorporated, validly existing and in good standing applicable) under the Laws of the State of Delaware. Each of Nocturne and Merger Sub , (ii) is (i) qualified to do business and is in good standing (or the equivalent, and where such concept of good standing is applicable) as a foreign entity in each jurisdiction the jurisdictions in which the conduct of its businessbusiness or locations of its assets or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect and (iiiii) has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each of Nocturne and Xxxxxx Sub The Company has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby.

Organization; Authority; Enforceability. (a) Nocturne Artius has been duly incorporated as an exempted company with limited liability in the Cayman Islands and, until the occurrence of the Domestication, is and will be validly existing and in good standing under the laws of the Cayman Islands. Upon the occurrence of the Domestication, Nocturne Artius will be duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each of Nocturne Artius and Merger Sub is (i) qualified to do business and is in good standing (or the equivalent, and where such concept of good standing is applicable) as a foreign entity in each jurisdiction in which the conduct of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a an Artius Material Adverse Effect and (ii) has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each of Nocturne Artius and Xxxxxx Merger Sub has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby.

Organization; Authority; Enforceability. (a) Nocturne has been The Company (i) is duly incorporated as an exempted company with limited liability in the Cayman Islands and, until the occurrence of the Domestication, is and will be validly existing and in good standing under the laws of the Cayman Islands. Upon the occurrence of the Domestication, Nocturne will be duly incorporatedorganized or formed, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation duly incorporatedexisting, validly existing and in good standing under the Laws of the State of Delaware. Each of Nocturne and Merger Sub , (ii) is (i) qualified to do business and is in good standing (or the equivalent, and has equivalent status where such concept of good standing is applicable) as a foreign entity in each jurisdiction the jurisdictions in which the conduct of its businessbusiness or locations of its assets or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified and or to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect Effect, and (iiiii) has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses business as presently conducted. Each of Nocturne and Xxxxxx Sub The Company has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby.

Organization; Authority; Enforceability. (a) Nocturne has been The Company (i) is duly incorporated as an exempted company with limited liability in the Cayman Islands and, until the occurrence of the Domestication, is and will be validly existing and in good standing under the laws of the Cayman Islands. Upon the occurrence of the Domestication, Nocturne will be duly incorporatedorganized or formed, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation duly incorporatedexisting, validly existing and in good standing under the Laws of the State of Delaware. Each of Nocturne and Merger Sub , (ii) is (i) qualified to do business and is in good standing (or the equivalent, and where such concept of good standing is applicable) as a foreign entity in each jurisdiction the jurisdictions in which the conduct of its businessbusiness or locations of its assets or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect and (iiiii) has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each of Nocturne and Xxxxxx Sub The Company has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby., and has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby