Common use of Corporate Organization and Qualification Clause in Contracts

Corporate Organization and Qualification. (a) Each of the Company and each subsidiary of the Company (collectively, the "Company Subsidiaries") is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation and is qualified and in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification, except where the failure to so qualify or be in good standing is not reasonably likely to have a Company Material Adverse Effect (as defined in Section 9.10). Each of the Company and each of the Company Subsidiaries has all requisite corporate power and authority and all necessary governmental Consents (as defined in Section 9.10) to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power and authority is not reasonably likely to have a Company Material Adverse Effect. The Company has heretofore made available to Parent complete and correct copies of the Articles of Organization or Articles of or Certificate of Incorporation, as the case may be, and By- Laws of it and each Company Subsidiary as in effect as of the date hereof.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Textron Inc), Agreement and Plan of Merger (Textron Inc), Agreement and Plan of Merger (Revere Paul Corp /Ma/)

AutoNDA by SimpleDocs

Corporate Organization and Qualification. (a) Each of the Company and each subsidiary of the Company its Significant Subsidiaries (collectively, the "Company Subsidiaries"as defined in Section 9.11) is a corporation duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of incorporation organization, and is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification, except where the failure to so qualify or be in good standing is has not had and would not reasonably likely be expected to have have, individually or in the aggregate, a Company Material Adverse Effect (as defined in Section 9.109.11). Each of the Company and each of the Company its Significant Subsidiaries has all requisite corporate power and authority and all necessary governmental Consents (as defined in Section 9.10) to own, lease and operate own its properties and to carry on its business as it is now being conducted, conducted except where the failure to have such power and authority is has not had and would not reasonably likely be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has heretofore made available to Parent complete and correct copies of the Articles articles of Organization incorporation and bylaws (or Articles other similar governing documents) of or Certificate of Incorporation, as the case may be, and By- Laws of it Company and each Company Subsidiary as in effect as of the date hereofits Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MPS Group Inc)

AutoNDA by SimpleDocs

Corporate Organization and Qualification. (a) Each of the Company and each subsidiary of the Company (collectively, the "Company Subsidiaries") its Subsidiaries is a corporation corporation, partnership or other entity duly organized, validly existing and in good standing under the Laws laws of its respective jurisdiction of incorporation or organization and is qualified and in good standing as a foreign corporation corporation, partnership or other entity in each jurisdiction where the properties owned, leased or operated, operated or the business conducted, conducted by it require such qualification, except where the failure to so qualify or be in good standing is has not had, and would not reasonably likely to have be expected have, individually or in the aggregate, a Company Material Adverse Effect (as defined in Section 9.10)Effect. Each of the Company and each of the Company its Subsidiaries has all requisite corporate power and authority and all necessary governmental Consents (as defined in Section 9.10corporate or otherwise) to own, lease and operate own its properties and to carry on its business as it is now being conducted, conducted except where the failure to have such power and authority is has not had, and would not reasonably likely be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has heretofore made available to Parent complete and correct copies of its articles of incorporation and bylaws and the Articles articles of Organization incorporation and bylaws (or Articles similar documents) of or Certificate each of Incorporation, as the case may be, and By- Laws of it and each Company Subsidiary as in effect as of the date hereofits Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rural Cellular Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.