Common use of Incorporation Clause in Contracts

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the Company. The Company has all requisite corporate power and authority to carry on its business as now conducted.

Appears in 12 contracts

Samples: Securities Purchase Agreement (Tripath Technology Inc), Securities Purchase Agreement (Photomedex Inc), Securities Purchase Agreement (Leukosite Inc)

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Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the CompanyMaterial Adverse Effect. The Company has all requisite corporate power and authority to carry on its business as now conducted.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Level 3 Communications Inc), Securities Purchase Agreement (Wellman Inc), Securities Purchase Agreement (Proxim Corp)

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the Company. The Company has all requisite corporate power and authority to carry on its business as now conducted. The Company has no subsidiaries.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Warburg Pincus Private Equity Viii L P), Stock Purchase Agreement (Synaptic Pharmaceutical Corp), Stock Purchase Agreement (Warburg Pincus Equity Partners Lp)

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not reasonably be expected to have a material adverse effect upon the CompanyMaterial Adverse Effect. The Company has all requisite corporate power and authority to carry on its business as now conducted.

Appears in 4 contracts

Samples: Common Stock Purchase Agreement (Response Genetics Inc), Securities Purchase Agreement (Level 3 Communications Inc), Securities Purchase Agreement (Level 3 Communications Inc)

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the CompanyCompany taken as a whole. The Company has all requisite corporate power and authority to carry on its business as now being conducted.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Tyme Technologies, Inc.), Securities Purchase Agreement (Tyme Technologies, Inc.), Securities Acquisition Agreement (Tyme Technologies, Inc.)

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the Company. The Company has all requisite corporate power and authority to carry on its business as now conductedconducted and to carry out the transactions contemplated hereby.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Leukosite Inc), Stock Purchase Agreement (Perseus Capital LLC), Stock Purchase Agreement (Leukosite Inc)

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the CompanyCompany taken as a whole. The Company has all requisite corporate power and authority to carry on its business as now conducted.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Neoware Systems Inc), Securities Purchase Agreement (Neoware Systems Inc), Securities Purchase Agreement (Neoware Systems Inc)

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to be in so good standing or to qualify would not have have, individually or in the aggregate, a material adverse effect Material Adverse Effect (as defined below) upon the Company. The Company has all requisite corporate power and authority to carry on its business as now being conducted.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Eagle Pharmaceuticals, Inc.), Securities Purchase Agreement (Tyme Technologies, Inc.)

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Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the Company. The Company has all requisite corporate power and authority to carry on own and operate its properties and to conduct its business as now conducted or proposed to be conducted.

Appears in 1 contract

Samples: Note Purchase Agreement (Earthlink Network Inc)

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the Company. The Company has all requisite corporate power and authority to carry on its business as now conducted. The Company has no active subsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (Wave Systems Corp)

Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware and Delaware, is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the Company. The Company and has all requisite corporate power and authority and all authorizations, licenses and permits necessary to own its properties and to carry on its business businesses as now conducted, except where the failure to hold such authorizations, licenses and permits would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Biokeys Pharmaceuticals Inc)

Incorporation. The Company is a corporation duly organized, validly ------------- existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the CompanyMaterial Adverse Effect. The Company has all requisite corporate power and authority to carry on its business as now conducted.

Appears in 1 contract

Samples: Securities Purchase Agreement (Level 3 Communications Inc)

Incorporation. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the CompanyDelaware. The Company has all the requisite corporate power and authority to carry on execute and deliver this Agreement, to perform its business as now conductedobligations hereunder and to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Tender and Voting Agreement (CMP Media Inc)

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