Common use of Due Incorporation; Subsidiaries Clause in Contracts

Due Incorporation; Subsidiaries. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Except for Merger Sub, Parent has no subsidiaries and does not hold any equity interest in, and does not possess any right or obligation to purchase any equity interest in, any Person. Parent is qualified as a foreign corporation and is in good standing in the State of California.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (RHL Group, Inc.), Agreement and Plan of Merger and Reorganization (Favrille Inc)

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Due Incorporation; Subsidiaries. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Except for Merger Sub, Parent has no subsidiaries and does not hold any equity interest in, and does not possess any right or obligation to purchase any equity interest in, any Person. Parent is qualified as a foreign corporation and is in good standing in the State of California.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Integra Lifesciences Holdings Corp)

Due Incorporation; Subsidiaries. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Merger Sub I is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareCalifornia. Except for Merger SubSub II is a limited liability company duly organized, Parent has no subsidiaries validly existing and does not hold any equity interest in, and does not possess any right or obligation to purchase any equity interest in, any Person. Parent is qualified as a foreign corporation and is in good standing in under the laws of the State of California.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bionano Genomics, Inc)

Due Incorporation; Subsidiaries. Parent is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Except for Merger Sub, Parent has no subsidiaries and does not hold any equity interest in, and does not possess any right or obligation to purchase any equity interest in, any Person. Parent is qualified as a foreign corporation and is in good standing in the State of California.

Appears in 1 contract

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

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Due Incorporation; Subsidiaries. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State Commonwealth of DelawareMassachusetts. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Except for Merger Sub, Parent has no subsidiaries and does not hold any equity interest in, and does not possess any right or obligation to purchase any equity interest in, any Person. Parent is qualified as a foreign corporation and is in good standing in the State of California.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Haemonetics Corp)

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