Common use of Organization and Corporate Power Clause in Contracts

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify might reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole. The Company has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of the Company’s Certificate of Incorporation and bylaws which have been furnished to the Exchanger’s counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

Appears in 8 contracts

Samples: Exchange Agreement (Brickell Bay Acquisition Corp.), Exchange Agreement (Brickell Bay Acquisition Corp.), Exchange Agreement (Parallex LLC)

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Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify might reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole. The Company has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of the Company’s 's Certificate of Incorporation and bylaws which have been furnished to the Exchanger’s METAMOR WORLDWIDE's counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

Appears in 2 contracts

Samples: Series D Preferred Stock Purchase Agreement (Metamor Worldwide Inc), Series D Preferred Stock Purchase Agreement (Citadel Technology Inc)

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify might reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole. The Company has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of the Company’s 's Certificate of Incorporation and bylaws which have been furnished to the Exchanger’s CORESTAFF's counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

Appears in 2 contracts

Samples: Purchase Agreement (Corestaff Inc), Purchase Agreement (Citadel Computer Systems Inc)

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify might reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole. The Company has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of the Company’s 's Certificate of Incorporation and bylaws which have been furnished to the Exchanger’s Purchaser's counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

Appears in 2 contracts

Samples: The Stock Purchase Agreement (TNS Inc), 2 Purchase Agreement (MST Enterprises Inc)

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify might reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole. The Company has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of the Company’s Certificate of Incorporation and bylaws which have been furnished to the Exchanger’s counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Citadel Technology Inc), Stock Purchase Agreement (Citadel Technology Inc)

Organization and Corporate Power. The Company is a corporation --------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify might would reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole. The Company has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of the Company’s Certificate of Incorporation 's charter documents and bylaws which have been furnished to the Exchanger’s Purchasers' counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

Appears in 1 contract

Samples: Purchase Agreement (Centennial Communications Corp)

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify might reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole. The Company has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of the Company’s Certificate of Incorporation and bylaws which have been furnished to the ExchangerPurchaser’s counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

Appears in 1 contract

Samples: Stock Purchase Agreement (GTCR Fund Vii Lp)

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify might reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole. The Company has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of the Company’s Certificate of Incorporation and bylaws which have been furnished to the ExchangerExecutive’s counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

Appears in 1 contract

Samples: Senior Management Agreement (VeriFone Holdings, Inc.)

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Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify might reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole. The Company has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of the Company’s 's Certificate of Incorporation and bylaws Bylaws which have been furnished to the Exchanger’s Purchaser's counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tsi Finance Inc)

Organization and Corporate Power. The Company is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify might reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, assets or operations or business prospects of the Company and its Subsidiaries taken as a whole. The Company has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of the Company’s 's Certificate of Incorporation and bylaws which have been furnished to the Exchanger’s Purchaser's counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

Appears in 1 contract

Samples: Purchase Agreement (Zefer Corp)

Organization and Corporate Power. The Company is a corporation duly -------------------------------- organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify might would reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole. The Company has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of the Company’s Certificate of Incorporation 's and each Subsidiary's constituent documents and bylaws which have been furnished to the Exchanger’s Purchasers' special counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

Appears in 1 contract

Samples: Purchase Agreement (Centennial Communications Corp)

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify might would reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole. The Company has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of the Company’s Certificate of Incorporation 's and each Subsidiary's charter documents and bylaws which have been furnished to the Exchanger’s Purchasers' special counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

Appears in 1 contract

Samples: Purchase Agreement (Centennial Communications Corp)

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify might reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole. The Company has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of the Company’s Certificate of Incorporation and bylaws which have been furnished to the Exchanger’s counsel Purchasers’ counsels reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

Appears in 1 contract

Samples: Purchase Agreement (VeriFone Holdings, Inc.)

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