Common use of Good Standing Clause in Contracts

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).

Appears in 583 contracts

Sources: Underwriting Agreement (Hall Chadwick Acquisition Corp), Underwriting Agreement (Evolution Global Acquisition Corp), Underwriting Agreement (Twelve Seas Investment Co III/Cayman)

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation an exempted company and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).

Appears in 135 contracts

Sources: Underwriting Agreement (QDRO Acquisition Corp.), Underwriting Agreement (Social Commerce Partners Corp), Underwriting Agreement (Daedalus Special Acquisition Corp.)

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its the jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).

Appears in 24 contracts

Sources: Underwriting Agreement (B. Riley Principal 250 Merger Corp.), Underwriting Agreement (B. Riley Principal 250 Merger Corp.), Underwriting Agreement (B. Riley Principal 150 Merger Corp.)

Good Standing. The Company has been duly organized and is validly existing as a corporation an exempted company and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).

Appears in 20 contracts

Sources: Underwriting Agreement (McKinley Acquisition Corp), Underwriting Agreement (Solarius Capital Acquisition Corp.), Underwriting Agreement (Solarius Capital Acquisition Corp.)

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation an exempted company and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation company in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).

Appears in 13 contracts

Sources: Underwriting Agreement (Cantor Equity Partners V, Inc.), Underwriting Agreement (Cantor Equity Partners V, Inc.), Underwriting Agreement (Cantor Equity Partners IV, Inc.)

Good Standing. The Company has been duly organized and is validly existing as a corporation an exempt company and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).

Appears in 11 contracts

Sources: Underwriting Agreement (McKinley Acquisition Corp), Underwriting Agreement (Cohen Circle Acquisition Corp. II), Underwriting Agreement (Cohen Circle Acquisition Corp. II)

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company incorporation and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).

Appears in 10 contracts

Sources: Underwriting Agreement (New America Acquisition I Corp.), Underwriting Agreement (GigCapital8 Corp.), Underwriting Agreement (GigCapital8 Corp.)

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations operations, assets or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).

Appears in 9 contracts

Sources: Underwriting Agreement (FG Merger III Corp.), Underwriting Agreement (FG Merger III Corp.), Underwriting Agreement (FG Merger III Corp.)

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company incorporation and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations business or properties of the Company, whether or not arising from transactions in the ordinary course of business (exclusive of any supplement thereto) (a “Material Adverse Effect”).

Appears in 6 contracts

Sources: Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II), Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II), Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II)

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or operationsor properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).

Appears in 4 contracts

Sources: Underwriting Agreement (Aldel Financial Inc.), Underwriting Agreement (Aldel Financial Inc.), Underwriting Agreement (Aldel Financial Inc.)

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation company and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).

Appears in 4 contracts

Sources: Underwriting Agreement (Evergreen Corp), Underwriting Agreement (Evergreen Corp), Underwriting Agreement (Fat Projects Acquisition Corp)

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).

Appears in 4 contracts

Sources: Underwriting Agreement (Crane Harbor Acquisition Corp. II), Underwriting Agreement (Crane Harbor Acquisition Corp.), Underwriting Agreement (Crane Harbor Acquisition Corp.)

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).

Appears in 3 contracts

Sources: Underwriting Agreement (Viking Acquisition Corp I), Underwriting Agreement (Viking Acquisition Corp I), Underwriting Agreement (Viking Acquisition Corp I)

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations operations, or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).

Appears in 2 contracts

Sources: Underwriting Agreement (FG Merger Corp.), Underwriting Agreement (FG Merger Corp.)

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation an exempt company and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).

Appears in 2 contracts

Sources: Underwriting Agreement (Talon Capital Corp.), Underwriting Agreement (Talon Capital Corp.)

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a "Material Adverse Effect").

Appears in 2 contracts

Sources: Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I), Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I)

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).

Appears in 1 contract

Sources: Underwriting Agreement (Rosecliff Acquisition Corp I)

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation an exempted company and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).. ​ ​

Appears in 1 contract

Sources: Underwriting Agreement (ITHAX Acquisition Corp III)

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the state of its jurisdiction incorporation, organization or formation, as of incorporation. The Company the date hereof, and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a material adverse effect on the condition (financial or otherwise)assets, earnings, assetsbusiness, prospects, business, operations or properties operation of the Company, whether or not arising from transactions in the ordinary course of business taken as whole (a “Material Adverse Effect”).

Appears in 1 contract

Sources: Underwriting Agreement (ShiftPixy, Inc.)

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its the jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect").

Appears in 1 contract

Sources: Underwriting Agreement (B. Riley Principal 250 Merger Corp.)