Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. Each Group Company is an entity duly incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and all necessary governmental approvals 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, authority and governmental approvals would not result in a Company Material Adverse Effect. Each Group Company is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, be expected to have a Company Material Adverse Effect.

Appears in 4 contracts

Samples: Merger Agreement and Plan of Reorganization (NextPlat Corp), Merger Agreement and Plan of Reorganization (NextPlat Corp), Merger Agreement and Plan of Reorganization (Progressive Care Inc.)

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Organization and Qualification; Subsidiaries. Each Group (a) The Company is an entity a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation Delaware and has the requisite corporate power and authority and all necessary governmental approvals 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, authority and governmental approvals has not had, and would not result in have a Company Material Adverse Effect. Each Group The Company is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that has not had, and would not, individually or in the aggregate, be expected to not have a Company Material Adverse Effect.

Appears in 4 contracts

Samples: Business Combination Agreement (Brookline Capital Acquisition Corp.), Business Combination Agreement (Brookline Capital Acquisition Corp.), Project Barolo Merger (Apexigen, Inc.)

Organization and Qualification; Subsidiaries. Each Group (a) Company is an entity a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation Maryland, and has the requisite corporate organizational power and authority and all necessary governmental approvals to own, lease lease, hold, encumber and operate its properties and to carry on its business as it is now being conducted, except where . Section 4.1(a) of the failure to have such power, authority and governmental approvals would not result Company Disclosure Letter lists the jurisdiction in a Company Material Adverse Effect. Each Group which Company is duly qualified or licensed to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation or other organization to do business, and is in good standing, standing in each jurisdiction where the character of the properties owned, operated or leased or operated by it or the nature of its business makes such qualification qualification, licensing or licensing good standing necessary, except for such failures to be so qualified qualified, licensed or licensed and in good standing that would notthat, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Prologis, L.P.), Agreement and Plan of Merger (Industrial Property Trust Inc.), Agreement and Plan of Merger (Prologis, L.P.)

Organization and Qualification; Subsidiaries. Each Group (a) The Company and each subsidiary of the Company (each a “Company Subsidiary”) is an entity a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation and has the requisite corporate or other organizational power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to have such power, authority . The Company and governmental approvals would not result in a each Company Material Adverse Effect. Each Group Company Subsidiary is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, not individually or in the aggregate, aggregate reasonably be expected to have a Company Material Adverse Effect.

Appears in 3 contracts

Samples: Business Combination Agreement (Berenson Acquisition Corp. I), Business Combination Agreement (Concord Acquisition Corp III), Registration Rights Agreement (Golden Arrow Merger Corp.)

Organization and Qualification; Subsidiaries. a) Each Group of the Company and each Company Subsidiary is an entity a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation incorporation, formation or organization and has the requisite corporate power and authority authority, corporate or otherwise, and all necessary governmental approvals of Governmental Authorities, 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, authority . The Company and governmental approvals would not result in a each Company Material Adverse Effect. Each Group Company Subsidiary is duly qualified or licensed as a foreign corporation or other organization otherwise to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures except, as regards jurisdictions other than Canada and the provinces thereof, where the failure to be so qualified qualified, licensed or licensed and in good standing that would not, individually not result in or would not be reasonably likely to result in the aggregate, be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Arrangement Agreement (Acorn Energy, Inc.), Arrangement Agreement (Acorn Energy, Inc.)

Organization and Qualification; Subsidiaries. Each Group (a) The Company and each Company Subsidiary is an entity a limited liability company or other organization duly incorporatedincorporated or formed, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or formation and has the requisite corporate or limited liability company power and authority and all necessary governmental approvals 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, authority . The Company and governmental approvals would not result in a each Company Material Adverse Effect. Each Group Company Subsidiary is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, not individually or in the aggregate, be aggregate expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Business Combination Agreement (TPG Pace Tech Opportunities Corp.), Registration Rights Agreement (Good Works II Acquisition Corp.)

Organization and Qualification; Subsidiaries. Each Group (a) The Company and each Company Subsidiary is an entity a corporation or other organization duly incorporatedorganized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization and has the requisite corporate or other organizational power and authority and all necessary governmental approvals 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, authority . The Company and governmental approvals would not result in a each Company Material Adverse Effect. Each Group Company Subsidiary is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would notthat, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Business Combination Agreement and Plan of Reorganization (DHC Acquisition Corp.), Letter Agreement (BioPlus Acquisition Corp.)

Organization and Qualification; Subsidiaries. Each Group (a) The Company is an entity a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation Maryland, and Company LP is a partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and each has the requisite corporate organizational power and authority and all necessary governmental approvals to own, lease and and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power, authority and governmental approvals would not result in a Company Material Adverse Effect. Each Group of the Company and Company LP is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased or operated by it or the nature of its business makes such qualification qualification, licensing or licensing good standing necessary, except for such failures to be so qualified qualified, licensed or licensed and in good standing that would notthat, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (RLJ Lodging Trust)

Organization and Qualification; Subsidiaries. Each Group (a) The Company and each Company Subsidiary, is an entity a corporation or other organization duly incorporatedorganized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization and has the requisite corporate or other organizational power and authority and all necessary governmental approvals 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, authority . The Company and governmental approvals would not result in a each Company Material Adverse Effect. Each Group Company Subsidiary is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, not individually or in the aggregate, aggregate have or reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Business Combination Agreement (GigCapital2, Inc.)

Organization and Qualification; Subsidiaries. Each Group (a) The Company and each Company Subsidiary, is an entity a corporation or other organization duly incorporatedorganized, validly existing and in good standing (or such equivalent concept to the extent it exists in Ireland) under the Laws laws of the jurisdiction of its incorporation or organization and has the requisite corporate or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power, authority . The Company and governmental approvals would not result in a each Company Material Adverse Effect. Each Group Company Subsidiary is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would notthat, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Registration Rights Agreement (Live Oak Acquisition Corp II)

Organization and Qualification; Subsidiaries. (a) Each Group of the Company and each Company Subsidiary is an entity a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation incorporation, formation or organization and has the requisite corporate power and authority authority, corporate or otherwise, and all necessary governmental approvals of Governmental Authorities, 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, authority . The Company and governmental approvals would not result in a each Company Material Adverse Effect. Each Group Company Subsidiary is duly qualified qualified, registered or licensed as a foreign corporation or other organization otherwise to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification qualification, registration or licensing necessary, except for such failures where the failure to be so qualified qualified, licensed or licensed and in good standing that would not, individually not result in or would not be reasonably likely to result in the aggregate, be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Arrangement Agreement (Quantum Fuel Systems Technologies Worldwide Inc)

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Organization and Qualification; Subsidiaries. Each Group (a) The Company and each of its Subsidiaries is an entity duly incorporatedorganized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation organization and has the requisite corporate or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, power and authority and governmental approvals would not result in have a Company Material Adverse Effect. Each Group The Company and each of its Subsidiaries is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures where the failure to be so qualified or licensed and in good standing that would not, individually or in the aggregate, be expected to not have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metaldyne Performance Group Inc.)

Organization and Qualification; Subsidiaries. Each Group (a) The Company is an entity a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation California and has the requisite corporate or other organizational power and authority and all necessary governmental approvals 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, authority and governmental approvals would not result in be a Company Material Adverse Effect. Each Group The Company is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, not individually or in the aggregate, aggregate be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Reorganization (Future Health ESG Corp.)

Organization and Qualification; Subsidiaries. Each Group The Company is an entity a corporation duly incorporated, organized and validly existing and in good standing under the Laws of the jurisdiction State of its incorporation Colorado and has the requisite corporate power and authority and all necessary governmental approvals 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, authority and governmental approvals would not result not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each Group The Company is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing or good standing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has no subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Synthetic Turf Corp of America)

Organization and Qualification; Subsidiaries. (a) Each Group of the Company and each subsidiary of the Company (each, a “Subsidiary”) is an entity duly incorporatedorganized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has the requisite corporate or other power and authority and all necessary governmental approvals 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, authority . The Company and governmental approvals would not result in a Company Material Adverse Effect. Each Group Company each Subsidiary is duly qualified or licensed as a foreign corporation or other organization entity to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification qualification, licensing or licensing good standing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pathmark Stores Inc)

Organization and Qualification; Subsidiaries. Each Group (a) The Company and each subsidiary of the Company (each a “Company Subsidiary”), is an entity duly incorporatedformed or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation formation or organization and has the requisite corporate or other organizational power and authority and all necessary governmental approvals 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, authority . The Company and governmental approvals would not result in a each Company Material Adverse Effect. Each Group Company Subsidiary is duly qualified or licensed as a foreign corporation or other organization entity to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually not have or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Business Combination Agreement (McAp Acquisition Corp)

Organization and Qualification; Subsidiaries. Each Group (a) The Company is an entity a corporation duly incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and Lxxxx Xxxxxxxxxxxx xx Xxxxxxx Xxxxxxxx, Xxxxxx. The Company has the all requisite corporate power and authority and to own or lease all necessary governmental approvals to own, lease and operate of its properties and assets and to carry on its business as it now conducted. The Company is now being conductedduly qualified to do business as a foreign corporation and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) in each jurisdiction in which the ownership of its owned, operated or leased properties or the conduct of its business makes such qualification necessary, except where the failure to have such powerbe so duly organized, authority validly existing and governmental approvals would not result in a Company Material Adverse Effect. Each Group Company is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character of the properties ownedor to have such power and authority, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, either individually or in the aggregate, be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Arrangement Agreement (Midatech Pharma PLC)

Organization and Qualification; Subsidiaries. Each Group (a) The Company is an entity a corporation duly incorporated, organized and validly existing and in good standing under the Laws of the its jurisdiction of its incorporation and has all the requisite corporate power and authority authority, and is in possession of all Approvals necessary governmental approvals ("Necessary Approvals"), to own, lease and operate its properties and to carry on its business as it is now being conducted, except where for such Approvals, the failure of the Company to be in possession of which could not, individually or in the aggregate, reasonably be expected to have such power, authority and governmental approvals would not result in a Company Material Adverse Effect. Each Group The Company is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, business in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures where the failure to be so qualified or licensed and in good standing that would could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Acquisition Agreement (Aol Time Warner Inc)

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