Common use of Organization and Authority Clause in Contracts

Organization and Authority. The Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably expected to materially and adversely impair or delay its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

Appears in 24 contracts

Samples: Stock Purchase Agreement (Broadway Financial Corp \De\), Stock Purchase Agreement (Broadway Financial Corp \De\), Stock Purchase Agreement (Broadway Financial Corp \De\)

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Organization and Authority. The Investor is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified qualified, and where failure has corporate power and authority to be so qualified would be reasonably expected own its properties and assets and to materially and adversely impair or delay carry on its ability to perform its obligations under this Agreement or to consummate the transactions contemplated herebybusiness as it is now being conducted.

Appears in 14 contracts

Samples: Stock Purchase Agreement (Anchor Bancorp Wisconsin Inc), Secondary Sale Purchaser Agreement (Anchor Bancorp Wisconsin Inc), Stock Purchase Agreement (Anchor Bancorp Wisconsin Inc)

Organization and Authority. The Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably expected to materially and adversely impair or delay its ability to perform its obligations under this Agreement the Transaction Documents or to consummate the transactions contemplated herebyhereby and thereby.

Appears in 9 contracts

Samples: Investment Agreement (Central Pacific Financial Corp), Investment Agreement (Central Pacific Financial Corp), Investment Agreement (FNB United Corp.)

Organization and Authority. The Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably expected to materially and adversely impair or delay its the Investor’s ability to perform its obligations under this Agreement the Transaction Documents or to consummate the transactions contemplated herebyhereby and thereby.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Highlands Bankshares Inc /Va/), Securities Purchase Agreement (Highlands Bankshares Inc /Va/), Securities Purchase Agreement (Highlands Bankshares Inc /Va/)

Organization and Authority. The Investor is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the laws Laws of the its jurisdiction of its organization, is duly qualified organization and has all requisite limited partnership power and authority to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of carry on its business requires it to be so qualified and where failure to be so qualified would be reasonably expected to materially and adversely impair or delay its ability to perform its obligations under this Agreement or to consummate the transactions contemplated herebyas presently conducted.

Appears in 3 contracts

Samples: Purchase Agreement (Teekay Corp), Purchase Agreement (Teekay Offshore Partners L.P.), Investment Agreement (Teekay Offshore Partners L.P.)

Organization and Authority. The Such Investor is duly organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its organization, is duly qualified organization and has all requisite limited liability company power and authority to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of carry on its business requires it to be so qualified and where failure to be so qualified would be reasonably expected to materially and adversely impair or delay its ability to perform its obligations under this Agreement or to consummate the transactions contemplated herebyas presently conducted.

Appears in 2 contracts

Samples: Registration Rights Agreement (Albertsons Companies, Inc.), Investment Agreement (Albertsons Companies, Inc.)

Organization and Authority. The Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure the Investor has the corporate or other power and authority and governmental authorizations to be so qualified would be reasonably expected own its properties and assets and to materially and adversely impair or delay carry on its ability to perform its obligations under this Agreement or to consummate the transactions contemplated herebybusiness as it is now being conducted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Myrexis, Inc.), Stock Purchase Agreement (Xstelos Holdings, Inc.)

Organization and Authority. The Investor has been duly organized and is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified with the requisite power and authority to do business own its properties and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably expected to materially and adversely impair or delay its ability to perform its obligations under this Agreement or to consummate the transactions contemplated herebyas currently conducted.

Appears in 2 contracts

Samples: Investment Agreement (MF Global Ltd.), Investment Agreement (J.C. Flowers II L.P.)

Organization and Authority. The Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably expected have a Material Adverse Effect on the Investor, and has the requisite corporate, partnership, limited liability company or other power and authority to materially own its properties and adversely impair or delay assets and to carry on its ability to perform its obligations under this Agreement or to consummate the transactions contemplated herebybusiness as it is now being conducted.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Mackinac Financial Corp /Mi/), Securities Purchase Agreement (Mackinac Financial Corp /Mi/)

Organization and Authority. The If the Investor is an entity, the Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably expected to materially and adversely impair or delay its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Professional Holding Corp.), Stock Purchase Agreement (Professional Holding Corp.)

Organization and Authority. The If an entity, the Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably expected have a Material Adverse Effect on the Investor and the Investor has power and authority to materially own its properties and adversely impair or delay assets and to carry on its ability to perform its obligations under this Agreement or to consummate the transactions contemplated herebybusiness as it is now being conducted.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Sun Bancorp Inc /Nj/), Securities Purchase Agreement (Sun Bancorp Inc /Nj/)

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Organization and Authority. The Investor is duly organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its organization, is duly qualified organization and has all requisite limited partnership power and authority to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of carry on its business requires it to be so qualified and where failure to be so qualified would be reasonably expected to materially and adversely impair or delay its ability to perform its obligations under this Agreement or to consummate the transactions contemplated herebyas presently conducted.

Appears in 2 contracts

Samples: Investment Agreement (Superior Industries International Inc), Investment Agreement (Carvana Co.)

Organization and Authority. The Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably expected have a Material Adverse Effect on such Investor, and has the requisite corporate, partnership, limited liability company or other power and authority to materially own its properties and adversely impair or delay assets and to carry on its ability to perform its obligations under this Agreement or to consummate the transactions contemplated herebybusiness as it is now being conducted.

Appears in 1 contract

Samples: Securities Purchase Agreement (Summit Financial Group Inc)

Organization and Authority. The Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably expected have a Material Adverse Effect on the Investor and has the requisite power and authority to materially own its properties and adversely impair or delay assets and to carry on its ability to perform its obligations under this Agreement or to consummate the transactions contemplated herebybusiness as it is now being conducted.

Appears in 1 contract

Samples: Securities Purchase Agreement (Suffolk Bancorp)

Organization and Authority. The Such Investor is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the laws of the its jurisdiction of its organizationorganization or formation, is duly qualified as applicable, and has all requisite corporate, limited liability company or other power and authority to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of carry on its business requires it to be so qualified and where failure to be so qualified would be reasonably expected to materially and adversely impair or delay its ability to perform its obligations under this Agreement or to consummate the transactions contemplated herebyas presently conducted.

Appears in 1 contract

Samples: Investment Agreement (ONESPAWORLD HOLDINGS LTD)

Organization and Authority. The Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction state of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably expected have a Material Adverse Effect on the Investor and has power and authority to materially own its properties and adversely impair or delay assets and to carry on its ability to perform its obligations under this Agreement or to consummate the transactions contemplated herebybusiness as it is now being conducted.

Appears in 1 contract

Samples: Investment Agreement (Intervest Bancshares Corp)

Organization and Authority. The Investor has been duly organized and is duly organized, validly existing and in good standing (or the jurisdictional equivalent) under the laws of the its jurisdiction of its organization, is duly qualified to do business and is in good standing (or the jurisdictional equivalent) in all jurisdictions where each jurisdiction in which its ownership or leasing lease of property or the conduct of its business businesses requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct the businesses in which it to be so qualified and where failure to be so qualified would be reasonably expected to materially and adversely impair or delay its ability to perform its obligations under this Agreement or to consummate the transactions contemplated herebyis engaged.

Appears in 1 contract

Samples: Share Subscription Agreement (GDS Holdings LTD)

Organization and Authority. The Investor is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would reasonably be reasonably expected to materially have, individually or in the aggregate, a Material Adverse Effect on the Investor, and adversely impair or delay has the corporate power and authority to own its ability properties and assets and to perform carry on its obligations under this Agreement or to consummate the transactions contemplated herebybusiness as it is now being conducted.

Appears in 1 contract

Samples: Registration Rights Agreement (First Mariner Bancorp)

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