Common use of Corporate Existence and Power Clause in Contracts

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

Appears in 22 contracts

Samples: Share Exchange Agreement (Green Dot Corp), Equity Exchange Right Agreement (Blend Labs, Inc.), Exchange Agreement (Duolingo, Inc.)

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Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, and has all corporate powers and will have on and as of the State of DelawareEffective Date all material governmental licenses, authorizations, consents and approvals required to carry on its business.

Appears in 18 contracts

Samples: Credit Agreement (Rockwell Automation Inc), Assignment and Assumption Agreement (Rockwell Collins Inc), Credit Agreement (Rockwell Automation Inc)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Appears in 18 contracts

Samples: Credit Agreement (Allergan Inc), Credit Agreement (Gillette Co), Credit Agreement (Gillette Co)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Appears in 7 contracts

Samples: Credit Agreement (Polaroid Corp), Assignment and Assumption Agreement (Polaroid Corp), Credit Agreement (Footstar Inc)

Corporate Existence and Power. The Company Corporation is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all corporate powers required to carry on its business as now conducted.

Appears in 7 contracts

Samples: Stock Purchase Agreement (Hicks Thomas O), Stock Purchase Agreement (Softnet Systems Inc), Stock Purchase Agreement (RCN Corp /De/)

Corporate Existence and Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (McAfee Corp.), Agreement and Plan of Merger (CVS HEALTH Corp), Agreement and Plan of Merger (InvenSense Inc)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate powers required to carry on its business as now conducted.

Appears in 4 contracts

Samples: Standstill Agreement (Warburg Pincus Private Equity Viii L P), Standstill Agreement (Patina Oil & Gas Corp), Standstill Agreement (Manugistics Group Inc)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and is duly qualified to do business as a foreign corporation in each jurisdiction where such qualification is required, except where the State of Delawarefailure so to qualify could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Day Credit Agreement (Imc Global Inc), Assignment and Assumption Agreement (Imc Global Inc), Imc Global Inc

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate powers required to carry on its business in substantially the same manner as now conducted.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Ramius Value & Opportunity LLC), Agreement and Plan of Merger (RP Management, LLC), Agreement and Plan of Merger (Cypress Bioscience Inc)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Appears in 3 contracts

Samples: Credit Agreement (United States Surgical Corp), Credit Agreement (United States Surgical Corp), Assignment and Assumption Agreement (United States Surgical Corp)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, and has all corporate powers and will have on and as of the State of DelawareEffective Date all material governmental licenses, authorizations, consents and approvals required to carry on its business. Section 4.02.

Appears in 2 contracts

Samples: Day Credit Agreement (Rockwell Automation Inc), Credit Agreement (Rockwell Automation Inc)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State state of Delaware, and has all corporate powers required to carry on its business as now conducted. Except as would not have a Material Adverse Effect, the Company 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 property owned or leased by it or the nature of its activities make such qualification necessary. The Company has heretofore made available to Parent true and complete copies of the Restated Certificate of Incorporation and Bylaws.

Appears in 2 contracts

Samples: Contribution Agreement (Evolus, Inc.), Contribution Agreement (Evolus, Inc.)

Corporate Existence and Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate power and authority required to own, lease and operate its properties and assets and carry on its business as now conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Juniper Networks Inc), Agreement and Plan of Merger (Hewlett Packard Enterprise Co)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate power and authority required to carry on its business as now conducted, and is duly qualified to do business as a foreign corporation and is in good standing in each other jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Actua Corp), Agreement and Plan of Merger (Actua Corp)

Corporate Existence and Power. The Company is a corporation company duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Appears in 2 contracts

Samples: Agreement (Barington/Hilco Acquisition Corp.), Agreement (Big Rock Partners Acquisition Corp.)

Corporate Existence and Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has all corporate power and authority to carry on its business as now conducted and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary for the conduct of its business as now conducted, except where any failure to have such power or authority or to be so qualified would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tribune Media Co), Agreement and Plan of Merger (Nexstar Media Group, Inc.)

Corporate Existence and Power. The Company (1) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.,

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Bellsouth Corp), Common Stock Purchase Agreement (Qwest Communications International Inc)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each material jurisdiction where such qualification is necessary. The Company has heretofore delivered to Parent true and complete copies of the certificate of incorporation and bylaws of the Company as currently in effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gibson Greetings Inc), Agreement and Plan of Merger (Gibson Greetings Inc)

Corporate Existence and Power. The Company is a ----------------------------- corporation duly incorporated, validly existing and in good standing under the laws law of the State of DelawareDelaware and has all corporate powers and authority and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Appears in 2 contracts

Samples: Credit Agreement (Anheuser-Busch Companies, Inc.), Credit Agreement (Anheuser Busch Companies Inc)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary.

Appears in 2 contracts

Samples: Agreement (Tremisis Energy Acquisition CORP II), Put and Call Option Agreement (North Shore Acquisition Corp.)

Corporate Existence and Power. (a) The Company has been duly incorporated and is validly existing as a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate or similar organizational power and authority to own or lease its properties and to conduct its business as it is now being conducted.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (VG Acquisition Corp.), Agreement and Plan of Merger (Duddell Street Acquisition Corp.)

Corporate Existence and Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of Delaware.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CVS HEALTH Corp), Agreement and Plan of Merger (Oak Street Health, Inc.)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws Applicable Law of the State state of Delaware. The Company has full corporate power and authority required to carry on its business as now conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Constant Contact, Inc.), Agreement and Plan of Merger (Endurance International Group Holdings, Inc.)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws Applicable Law of the State state of Delaware. The Company has full power and authority required to carry on its business as now conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not have, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Open Text Corp), Agreement and Plan of Merger (Actuate Corp)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

Appears in 2 contracts

Samples: Stock Issuance Agreement (Connective Therapeutics Inc), Stock Issuance Agreement (Smithkline Beecham Properties LTD)

Corporate Existence and Power. The Company is a corporation corporation, duly incorporated, organized and validly existing and in good standing under the laws of the State of Delaware, and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted.

Appears in 1 contract

Samples: Note Purchase Agreement (Liberated Solutions, Inc.)

Corporate Existence and Power. The Company Corporation is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all corporate powers required to carry on its business as now conducted. The Corporation has delivered to Buyer true and complete copies of the Certificate of Incorporation, as amended to date, and By-laws, as in effect on the date hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Globix Corp)

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Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing existing, and in good standing under the laws of the State of Delaware.Delaware and, in all material respects, has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as now conducted. For purposes of this Agreement, "

Appears in 1 contract

Samples: Agreement and Plan of Merger (Isomedix Inc)

Corporate Existence and Power. The Company is a ----------------------------- corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate power and authority required to carry on its business as now conducted.

Appears in 1 contract

Samples: Credit Agreement (Limited Inc)

Corporate Existence and Power. (a) The Company is a corporation duly incorporatedlimited liability company, validly existing and in good standing under the laws of the State of Delaware.

Appears in 1 contract

Samples: Contribution Agreement (Icahn Enterprises Holdings L.P.)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Appears in 1 contract

Samples: License Option Agreement (Safetek International Inc)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the corporation laws of the State of DelawareDelaware and has all corporate power and authority to own its properties and carry on its business as conducted. Each of the Company’s Subsidiaries is duly incorporated or formed, validly existing and in good standing (to the extent such concept is recognized in the relevant jurisdiction of organization) under the Applicable Laws of its respective jurisdiction of organization and has all corporate power and authority to own its properties and carry on its business as conducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Meet Group, Inc.)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware., and has all requisite corporate power and authority and all material licenses, authorizations, certificates, consents and approvals of Governmental Authorities (collectively, "Licenses")

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gt Bicycles Inc)

Corporate Existence and Power. The Company is a corporation duly incorporatedformed, validly existing and in good standing under the laws of the State of Delaware. The Company has requisite corporate power and authority and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. The copies of the Company’s Organizational Documents, each as amended to date and each heretofore Delivered, are complete and correct, and no amendments thereto are pending.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Masimo Corp)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of DelawareDelaware and has all corporate powers and approvals required to carry on its business as now conducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (National Transaction Network Inc)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate power and authority required to carry on its business as now conducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (International Textile Group Inc)

Corporate Existence and Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has made available to Buyer true, complete and correct copies of its Articles of Incorporation and Bylaws, as currently in effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pax Clean Energy, Inc.)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Appears in 1 contract

Samples: Agreement (Ar Capital Acquisition)

Corporate Existence and Power. The Company is a business corporation duly incorporated, validly existing and in good standing under the laws of Delaware, and is duly licensed or qualified to transact business in Texas and Delaware. The Company has all requisite power and authority, corporate or otherwise, to conduct its business, to own its properties and to execute and deliver, and to perform all of its obligations under, the State of DelawareAgreement or any documents required thereunder (hereinafter, the "Transaction Documents").

Appears in 1 contract

Samples: Share Purchase Agreement (Sa Telecommunications Inc /De/)

Corporate Existence and Power. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents and to issue the Warrants as provided in this Agreement. The Company has, prior to the date hereof, provided to the Initial Holders true and complete copies of the Company’s Charter and bylaws, as in effect as of the date hereof.

Appears in 1 contract

Samples: Warrant Agreement (Florida Gaming Corp)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.Delaware and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals necessary for the Company and each of its Subsidiaries to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently

Appears in 1 contract

Samples: Agreement and Plan of Merger (DG FastChannel, Inc)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of Delaware.Delaware and has all corporate powers and all governmental franchises, licenses, permits, authorizations, consents and approvals required to enable it to own, lease or otherwise hold its properties and

Appears in 1 contract

Samples: Agreement and Plan of Merger (Renewable Energy Group, Inc.)

Corporate Existence and Power. The Company is a corporation duly incorporated, ----------------------------- incorporated and validly existing and in good standing under the laws of the State state of DelawareDelaware and has corporate power to make this Agreement and to borrow hereunder.

Appears in 1 contract

Samples: Loan Agreement (Emerging Communications Inc)

Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware., and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. 41

Appears in 1 contract

Samples: Credit Agreement (Timberland Co)

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