Common use of Corporate Organization and Authority Clause in Contracts

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required.

Appears in 38 contracts

Samples: Loan and Security Agreement (Salient Surgical Technologies, Inc.), Loan and Security Agreement (Salient Surgical Technologies, Inc.), Loan and Security Agreement (Salient Surgical Technologies, Inc.)

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Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its under the laws of the jurisdiction of incorporationits organization, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required.

Appears in 11 contracts

Samples: Warrant Agreement (AMEDICA Corp), Loan and Security Agreement (Navidea Biopharmaceuticals, Inc.), Warrant Agreement (AMEDICA Corp)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, ; (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as currently proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required.

Appears in 10 contracts

Samples: Cytori Therapeutics, Inc., Cytori Therapeutics, Inc., Cytori Therapeutics, Inc.

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, and (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) . Company is qualified as a foreign corporation in all jurisdictions where such qualification is requiredrequired except in each jurisdiction in which failure to so qualify would not have a material adverse effect on the business, operations, assets, liabilities, results of operations or financial condition of Company.

Appears in 9 contracts

Samples: Credit Agreement (C-Iii Capital Partners LLC), Credit Agreement (Grubb & Ellis Co), Credit Agreement (Grubb & Ellis Co)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required, except where the failure to be so qualified as a foreign corporation would not have a material adverse effect on the Company.

Appears in 7 contracts

Samples: Stockholders’ Agreement (Radius Health, Inc.), Stockholders’ Agreement (Radius Health, Inc.), Stockholders’ Agreement (Radius Health, Inc.)

Corporate Organization and Authority. The Company (aA) is a corporation duly organized, validly existing, existing and in good standing in its under the laws of the jurisdiction of incorporationits organization, (bB) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; , and (cC) is qualified as a foreign corporation in all jurisdictions where such qualification is required.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Navidea Biopharmaceuticals, Inc.), Navidea Biopharmaceuticals, Inc., Navidea Biopharmaceuticals, Inc.

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction under the laws of incorporationthe State of Delaware, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required.

Appears in 3 contracts

Samples: Five Prime Therapeutics Inc, Five Prime Therapeutics Inc, Portola Pharmaceuticals Inc

Corporate Organization and Authority. The Company is (ai) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (bii) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (ciii) is qualified as a foreign corporation in all jurisdictions where such qualification is requiredrequired and where failure to be so qualified would have a material adverse effect on the operations, business, condition (financial or otherwise) or properties of the Company.

Appears in 2 contracts

Samples: Ge Capital Equity Investments Inc, Ge Capital Equity Investments Inc

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, ; (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is requiredfailure to so qualify would have a material adverse affect on the business, operations or financial condition of the Company.

Appears in 2 contracts

Samples: Acorda Therapeutics Inc, Acorda Therapeutics Inc

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is requiredrequired except where the failure to be so qualified could not reasonably be expected to have a material adverse effect.

Appears in 2 contracts

Samples: Nimblegen Systems Inc, Nimblegen Systems Inc

Corporate Organization and Authority. The Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is requiredthe failure to be so qualified would have a material adverse effect on the Company.

Appears in 2 contracts

Samples: EPIX Pharmaceuticals, Inc., Predix Pharmaceuticals Holdings Inc

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is requiredmaterial to Company's business, financial condition or results of operations.

Appears in 2 contracts

Samples: Warrant (Conseco Inc), Warrant (Conseco Inc)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as currently proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required, except, in the case of clause (c), where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect.

Appears in 2 contracts

Samples: BG Medicine, Inc., BG Medicine, Inc.

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its under the laws of the jurisdiction of incorporationits organization, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is requirednecessary to carry on its business and operations, except, in the case of clause (c), where the failure to be so qualified and licensed would not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Loan and Security Agreement (Cas Medical Systems Inc), Cas Medical Systems Inc

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, incorporation and (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) . Company is qualified as a foreign corporation in all jurisdictions where such qualification is requiredrequired except in each jurisdiction in which failure to so qualify would not have a material adverse effect on the business, operations, assets, liabilities, results of operations or financial condition of Company.

Appears in 1 contract

Samples: Credit Agreement (Grubb & Ellis Co)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required, except where the failure to qualify would not have a material adverse effect on the Company's business.

Appears in 1 contract

Samples: Cyberkinetics Neurotechnology Systems, Inc.

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Corporate Organization and Authority. Company The Company: (a) is a corporation duly organized, validly existing, authorized to exercise all its corporate powers, rights and privileges, and is in good standing in its jurisdiction the State of incorporation, Florida; (b) has the corporate power and corporate authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where in which such qualification is required.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intellon Corp)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required, except where failure to so qualify would not reasonably be expected to have a material adverse effect on Company and its subsidiaries, taken as a whole.

Appears in 1 contract

Samples: XOMA Corp

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is requiredmaterial to Company'sbusiness, financial condition or results of operations.

Appears in 1 contract

Samples: Warrant (Conseco Inc)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required, except where the failure to qualify would not have a material adverse effect on the Company’s business.

Appears in 1 contract

Samples: Cyberkinetics Neurotechnology Systems, Inc.

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required, except where the failure to so qualify would not have a material adverse effect on the Company’s business.

Appears in 1 contract

Samples: Chimerix Inc

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its under the laws of the jurisdiction of incorporationits organization, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is requiredthe failure to be so qualified could reasonably be expected to have a material adverse effect on the Company’s financial condition or business as currently conducted.

Appears in 1 contract

Samples: Cardiva Medical, Inc.

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required, except where failure to be qualified would not have a material adverse effect on the Company.

Appears in 1 contract

Samples: Amicus Therapeutics Inc

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions each jurisdiction where such qualification is requiredthe failure to be so qualified would have or be reasonably expected to have a material adverse effect on the operations or financial condition of the Company.

Appears in 1 contract

Samples: Merrimack Pharmaceuticals Inc

Corporate Organization and Authority. The Company (ai) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (bii) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (ciii) is qualified as a foreign corporation in all jurisdictions where such qualification is requiredrequired and where failure to be so qualified would have a material adverse effect on the operations, business, condition (financial or otherwise) or properties of the Company.

Appears in 1 contract

Samples: Rsa Security Inc/De/

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required, except where the failure to be so qualified could not reasonably be expected to have a material adverse effect.

Appears in 1 contract

Samples: BIND Therapeutics, Inc

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