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: Equity Exchange Right Agreement (Ibotta, Inc.), Equity Award Exchange Right Agreement (FIGS, Inc.), Exchange Agreement (Sweetgreen, 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 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 (Allergan Inc), Credit Agreement (Allergan 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 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), Credit Agreement (Rockwell Automation Inc), Credit Agreement (Rockwell Automation 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 (RCN Corp /De/), Stock Purchase Agreement (Scott Walter Jr), Stock Purchase Agreement (RCN Corp /De/)

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

Appears in 5 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (CVS HEALTH Corp), Agreement and Plan of Merger (McAfee 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 DelawareDelaware and has all corporate powers required to carry on its business as now conducted.

Appears in 4 contracts

Samples: Standstill Agreement (Patina Oil & Gas Corp), Standstill Agreement (Manugistics Group Inc), Standstill Agreement (Southwestern Eagle LLC)

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 (RP Management, LLC), Agreement and Plan of Merger (Ramius Value & Opportunity 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: Assignment and Assumption Agreement (United States Surgical Corp), Credit Agreement (United States Surgical Corp), Credit 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 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 duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware. The Company has all corporate (or other organizational) power and authority necessary to own or lease all of its properties and assets and to carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Stock Purchase Agreement (American International Group, Inc.), Stock Purchase Agreement (Corebridge Financial, Inc.)

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 (Big Rock Partners Acquisition Corp.), Agreement (Barington/Hilco 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., and has all requisite corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. The Company is duly

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Holophane Corp), Agreement and Plan of Merger (National Service Industries 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 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: Credit Agreement (Rockwell Automation Inc), Day 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 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. (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 (Oak Street Health, Inc.), Agreement and Plan of Merger (CVS HEALTH Corp)

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

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 (Endurance International Group Holdings, Inc.), Agreement and Plan of Merger (Constant Contact, 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: Put and Call Option Agreement (North Shore Acquisition Corp.), Agreement (Tremisis Energy Acquisition CORP II)

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 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. 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)

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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 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 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 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)

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 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 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 Applicable Law of the State state of Delaware. The Company has full power and authority required to carry on its business as now conducted in all material respects. 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 1 contract

Samples: Agreement and Plan of Merger (Higher One Holdings, 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)

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. 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 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. 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. (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 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/)

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