Common use of Organization and Qualification Clause in Contracts

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 171 contracts

Samples: Equity Distribution Agreement (Cyop Systems International Inc), Equity Line of Credit Agreement (Ams Homecare Inc), Equity Distribution Agreement (Electric Aquagenics Unlimited Inc)

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Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 145 contracts

Samples: Equity Distribution Agreement (Spherix Inc), Investment Agreement (North American Oil & Gas Corp.), Drawdown Equity Financing Agreement (DigitalTown, Inc.)

Organization and Qualification. The Company is duly incorporated or organized and incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeEffect.

Appears in 13 contracts

Samples: Committed Equity Facility Agreement (Bluefire Renewables, Inc.), Committed Equity Facility Agreement (MusclePharm Corp), Committed Equity Facility Agreement (Sunpeaks Ventures, Inc.)

Organization and Qualification. The Company is a corporation duly incorporated or organized and organized, validly existing and in good standing under the laws of its jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified to do business as a foreign corporation to do business and is in good standing in every each jurisdiction in which the nature of the business conducted by it makes such qualification necessaryis required, except to the extent that where the failure to be so qualified or be in good standing qualify would not individually or in the aggregate have a Material Adverse Effect material adverse effect on the financial condition, results of operations, properties or business of the Company and its subsidiaries taken as a whole.

Appears in 11 contracts

Samples: Stock Purchase Agreement (Infinium Labs Inc), Securities Purchase agreem.ent (National Filing Agents Inc), Stock Purchase Agreement (Infinium Labs Inc)

Organization and Qualification. The Company is duly incorporated or organized and incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite in which it is incorporated, with full power and authority (corporate power and other) to own own, lease, use and operate its properties and to carry on its business as and where now being owned, leased, used, operated and conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that where the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeEffect.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Schering Berlin Venture Corp), Securities Purchase Agreement (Isonics Corp), Securities Purchase Agreement (Sonus Pharmaceuticals Inc)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its their properties and to carry on its their business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 10 contracts

Samples: Equity Line of Credit Agreement (Pacel Corp), Credit Agreement (Condor Capital Inc), Equity Line of Credit Agreement (Busybox Com Inc)

Organization and Qualification. The Company is duly incorporated or organized and incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite in which it is incorporated, with full corporate power and authority corporate power to own own, lease, use and operate its properties and to carry on its business as and where now being owned, leased, used, operated and conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that where the failure to be so qualified or be in good standing in each such jurisdiction would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeEffect.

Appears in 7 contracts

Samples: Registration Rights Agreement (Midwest Express Holdings Inc), Securities Purchase Agreement (Navistar International Corp), Securities Purchase Agreement (Tower Automotive Inc)

Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite corporate power and authority corporate power to own its properties and to carry on its business as now being presently conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect material adverse effect on the Company and its subsidiaries taken as a whole.

Appears in 7 contracts

Samples: Common Stock Purchase Agreement (U.S. Helicopter CORP), Common Stock Purchase Agreement (Samama Global Corp.), Common Stock Purchase Agreement (U.S. Helicopter CORP)

Organization and Qualification. The Company is duly -------------------------------- incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 7 contracts

Samples: Exhibit 99 (Donobi Inc), Exhibit 99 (Falcon Natural Gas Corp), Equity Distribution Agreement (Falcon Natural Gas Corp)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries (if any) is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Stragenics, Inc.), Securities Purchase Agreement (Cyplasin Biomedical Ltd.), Securities Purchase Agreement (Las Vegas Railway Express, Inc.)

Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except to the extent that necessary and where the failure to be so qualified or be in good standing qualify would not have a Material Adverse Effect on with respect to the Company and its subsidiaries taken as a wholeCompany.

Appears in 5 contracts

Samples: Strategic Investment Agreement (Digimarc Corp), Strategic Investment Agreement (Digimarc Corp), Strategic Investment Agreement (Macrovision Corp)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeEffect.

Appears in 5 contracts

Samples: Equity Distribution Agreement (Advanced Life Sciences Holdings, Inc.), Equity Distribution Agreement (Advanced Life Sciences Holdings, Inc.), Equity Distribution Agreement (Startech Environmental Corp)

Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization formation, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken Effect, as a wholedefined below.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Cur Media, Inc.), Securities Purchase Agreement (Cur Media, Inc.), Securities Purchase Agreement (Placer Del Mar, Ltd.)

Organization and Qualification. The Company is duly -------------------------------- incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its their properties and to carry on its their business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 4 contracts

Samples: Credit Agreement (Forefront Inc), Credit Agreement (Forefront Inc), Credit Agreement (Forefront Inc)

Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite corporate power and authority corporate power to own its properties and to carry on its business as now being presently conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect material adverse effect on the Company and its subsidiaries taken as a whole.

Appears in 4 contracts

Samples: Common Stock Purchase Agreement (International Financial Advisors, K.S.C.), Common Stock Purchase Agreement (U.S. Helicopter CORP), Securities Purchase Agreement (International Financial Advisors, K.S.C.)

Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization formation and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken Effect, as a wholedefined below.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Wetouch Technology Inc.), Securities Purchase Agreement (PureBase Corp), Securities Purchase Agreement (PureBase Corp)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite corporate power and corporate authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 3 contracts

Samples: Periodic Equity Investment Agreement (Cereplast Inc), Equity Investment Agreement (Roaming Messenger Inc), Periodic Equity Investment Agreement (Cereplast Inc)

Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect material adverse effect on the Company and its subsidiaries taken as a wholeCompany.

Appears in 3 contracts

Samples: Purchase Agreement (Cobra Oil & Gas CO), Purchase Agreement (Cobra Oil & Gas CO), Purchase Agreement (Cobra Oil & Gas CO)

Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Treev Inc), Securities Purchase Agreement (Treev Inc), Securities Purchase Agreement (Network Imaging Corp)

Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries has no subsidiaries. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect material adverse effect on the Company and its subsidiaries taken as a wholeCompany.

Appears in 2 contracts

Samples: Securities Purchase Agreement (U.S. Helicopter CORP), Securities Purchase Agreement (U.S. Helicopter CORP)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or to be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries subsidiary taken as a whole.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Bioheart, Inc.), Equity Distribution Agreement (Omagine, Inc.)

Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that where the failure to be so qualified or be qualify is not reasonably likely to result in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeChange.

Appears in 2 contracts

Samples: Source Interlink Companies Inc, Source Interlink Companies Inc

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries subsidiary taken as a whole.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Startech Environmental Corp), Equity Distribution Agreement (Startech Environmental Corp)

Organization and Qualification. The Company is and each of its Subsidiaries has been duly incorporated or organized and is validly existing in good standing under the laws of its respective jurisdiction of its incorporation or organization and has all incorporation, with the requisite power and authority corporate power to own its properties and to carry on conduct its business as now being currently conducted. Each of the Company and its subsidiaries is Subsidiaries has been duly qualified as a foreign corporation to do or organization for the transaction of business and is in good standing in every under the laws of each other jurisdiction in which the nature of the its properties or business conducted by it makes requires such qualification necessaryqualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.be

Appears in 2 contracts

Samples: Investment Agreement (Builders FirstSource, Inc.), Investment Agreement (Building Products, LLC)

Organization and Qualification. The Company is duly incorporated or organized and incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all incorporation, with the requisite power and authority corporate power to own and use its properties and assets and to carry on its business as now being currently conducted. Each The Company is not in violation of any of the provisions of its articles of incorporation, bylaws or other organizational or charter documents. The Company and its subsidiaries is duly qualified as a foreign corporation to do conduct its business and is in good standing as a foreign corporation or other entity in every each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 2 contracts

Samples: Subscription Agreement (Uihlein Richard E), Subscription Agreement (Galectin Therapeutics Inc)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite corporate power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Knobias, Inc.), Equity Distribution Agreement (Cintel Corp)

Organization and Qualification. The Company is a corporation duly incorporated or organized and organized, validly existing and in good standing under the laws of its jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified to do business as a foreign corporation to do business and is in good standing in every each jurisdiction in which the nature of the business conducted by it makes such qualification necessaryis required, except to the extent that where the failure to be so qualified or be in good standing qualify would not individually or in the aggregate have a Material Adverse Effect material adverse effect on the financial condition, results of operations, properties, business or prospects of the Company and its subsidiaries taken as a wholewhole (a "Material Adverse Effect").

Appears in 2 contracts

Samples: Stock Purchase Agreement (Biophan Technologies Inc), Stock Purchase Agreement (Biophan Technologies Inc)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its their properties and to carry on its their business as now being conducted. Each of the Company and its subsidiaries is or will duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 2 contracts

Samples: Credit Agreement (Pick Ups Plus Inc), Credit Agreement (Pick Ups Plus Inc)

Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite power and authority corporate power to own its their properties and to carry on its their business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect material adverse effect on the Company and its subsidiaries taken as a whole.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Newgold Inc), Securities Purchase Agreement (Newgold Inc)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 2 contracts

Samples: Drawdown Equity Financing Agreement (Polar Petroleum Corp.), Drawdown Equity Financing Agreement (Polar Petroleum Corp.)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is within ten (10) days of the date hereof will be in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeCompany.

Appears in 2 contracts

Samples: Credit Agreement (Nuwave Technologies Inc), Line of Credit Agreement (Nuwave Technologies Inc)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so -8- qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Headliners Entertainment Group, Inc.), Equity Distribution Agreement (Headliners Entertainment Group, Inc.)

Organization and Qualification. The Company is a corporation duly incorporated or organized organized, validly existing, and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization incorporation, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every each jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect material adverse effect on the Company. The Company and its subsidiaries taken as a wholehas no subsidiaries.

Appears in 2 contracts

Samples: Convertible Note Purchase Agreement (American Millennium Corp Inc), Convertible Note Purchase Agreement (American Millennium Corp Inc)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 2 contracts

Samples: Equity Line of Credit Agreement (Innovative Gaming Corp of America), Equity Line of Credit Agreement (Whitemark Homes Inc)

Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the where such failure to be so qualified qualify or to be in good standing would not have a Material Adverse Effect material adverse effect on the Company and its subsidiaries business or assets of the Company, taken as a whole.

Appears in 2 contracts

Samples: Hypercom Corp, Hypercom Corp

Organization and Qualification. The Company is duly -------------------------------- incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its their properties and to carry on its their business as now being conducted. Each of the Company Forefront and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 2 contracts

Samples: Equity Line of Credit Agreement (Forefront Inc), Credit Agreement (Forefront Inc)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 1 contract

Samples: Equity Distribution Agreement (Supertel Hospitality Inc)

Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which they are incorporated, and has all have the requisite power and authority corporate power to own its their properties and to carry on its their business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect material adverse effect on the Company and its subsidiaries taken as a whole.

Appears in 1 contract

Samples: Securities Purchase Agreement (Bioshield Technologies Inc)

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Organization and Qualification. The Company is a corporation duly incorporated or ------------------------------ organized and validly existing in under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that necessary and where the failure to be so qualified or be in good standing qualify would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeEffect.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Identix Inc)

Organization and Qualification. The Company is a corporation duly incorporated or ------------------------------ organized and validly existing in under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that necessary and where the failure so to be so qualified or be in good standing qualify would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeEffect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Identix Inc)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect material adverse effect on the Company and its subsidiaries taken as a whole.

Appears in 1 contract

Samples: Agreement (Nuwave Technologies Inc)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 1 contract

Samples: Equity Distribution Agreement (Roomlinx Inc)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite corporate power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect material adverse effect on the Company and its subsidiaries taken as a whole.

Appears in 1 contract

Samples: Equity Distribution Agreement (Atc Healthcare Inc /De/)

Organization and Qualification. The Company is duly incorporated or organized and validly existing and in good standing under the jurisdiction laws of its incorporation or organization the Republic of the Xxxxxxxx Islands and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeEffect.

Appears in 1 contract

Samples: Equity Distribution Agreement (Oceanfreight Inc.)

Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect material adverse effect on the Company and its subsidiaries taken as a whole.

Appears in 1 contract

Samples: Securities Purchase Agreement (Trey Resources Inc)

Organization and Qualification. The Company is duly incorporated or organized and incorporated, validly existing and in good standing under the jurisdiction laws of its incorporation or organization the Republic of the Xxxxxxxx Islands and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeEffect.

Appears in 1 contract

Samples: Equity Distribution Agreement (Freeseas Inc.)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all the requisite corporate power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 1 contract

Samples: Facility Agreement (WorldSpace, Inc)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 1 contract

Samples: Drawdown Equity Financing Agreement (Portage Resources Inc.)

Organization and Qualification. The Company is duly incorporated or organized and incorporated, validly existing and in good standing under the jurisdiction laws of its place of incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeEffect.

Appears in 1 contract

Samples: Note Purchase Agreement (EZTD Inc)

Organization and Qualification. The Company is duly incorporated or organized and organized, validly existing and in good standing under the laws of its jurisdiction of its incorporation or organization and has all requisite formation, with full power and authority corporate power to own own, lease, use and operate its properties and to carry on its business as and where now being owned, leased, used, operated and conducted. Each of the The Company and its subsidiaries is duly qualified to conduct business as a foreign corporation to do business entity and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the where such failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeEffect.

Appears in 1 contract

Samples: Loan Agreement (MGM Mirage)

Organization and Qualification. (a) The Company is a corporation duly incorporated or organized and incorporated, validly existing and in good standing under the Laws of its jurisdiction of its incorporation or organization and has all requisite corporate power and authority corporate power to own own, lease and operate its properties assets and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified to transact business as a foreign corporation to do business and is in good standing in every jurisdiction all jurisdictions in which the nature of the business conducted by it makes such qualification necessaryis required by Law, except to the extent that for jurisdictions in which the failure to be so qualified or be and in good standing would not reasonably be expected to have a Company Material Adverse Effect on the Company and its subsidiaries taken as a whole.Effect. β€œ

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vnus Medical Technologies Inc)

Organization and Qualification. The Company is duly incorporated incor- porated or organized and validly existing in the jurisdiction of its incorporation incor- poration or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 1 contract

Samples: Equity Distribution Agreement (Headliners Entertainment Group, Inc.)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 1 contract

Samples: Equity Distribution Agreement (Rxi Pharmaceuticals Corp)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries subsidiary taken as a whole.

Appears in 1 contract

Samples: Equity Distribution Agreement (Marshall Edwards Inc)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in good standing under the law of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that necessary and where the failure so to be so qualified or be in good standing qualify would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeEffect.

Appears in 1 contract

Samples: Convertible Bonds Subscription Agreement (Cintel Corp)

Organization and Qualification. The Company is duly ------------------------------ incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 1 contract

Samples: Equity Distribution Agreement (Roanoke Technology Corp)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the The Company and its subsidiaries taken as a whole.

Appears in 1 contract

Samples: Drawdown Equity Financing Agreement (Amerilithium Corp.)

Organization and Qualification. The Company is duly -------------------------------- incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 1 contract

Samples: Equity Distribution Agreement (Zann Corp)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole. Section 4.2.

Appears in 1 contract

Samples: Equity Distribution Agreement (Red Rock Pictures Holdings, Inc)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeEffect.

Appears in 1 contract

Samples: Equity Investment Agreement (Valmie Resources, Inc.)

Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company Company, CombiMatrix and its subsidiaries Subsidiaries, is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Appears in 1 contract

Samples: Equity Distribution Agreement (Acacia Research Corp)

Organization and Qualification. The Company is a corporation duly incorporated or organized and incorporated, validly existing and in good standing under the laws of its jurisdiction of its incorporation or organization incorporation, and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified to do business as a foreign corporation to do business and is in good standing in every each jurisdiction in which the nature of the business conducted by it makes such qualification necessaryis required, except to the extent that the where failure to be so qualified or be in good standing qualify would not have a Material Adverse Effect on (as defined herein). The Company has no subsidiaries and does not own any capital stock or other equity securities in any other entity, except instruments or interests held by the Company and its subsidiaries taken as a wholesolely for investment.

Appears in 1 contract

Samples: Purchase Agreement (Genitope Corp)

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