Organization; Good Standing. (a) Parent. Parent (i) is duly organized, validly existing and in good standing pursuant to the Laws of its jurisdiction of organization; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Forescout Technologies, Inc), Agreement and Plan of Merger (Del Frisco's Restaurant Group, Inc.), Agreement and Plan of Merger (Blue Nile Inc)
Organization; Good Standing. (a) Parent. Parent (i) is duly organized, validly existing and in good standing pursuant to the Laws laws of its jurisdiction of organization; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Restaurant Brands International Limited Partnership), Agreement and Plan of Merger (Nutraceutical International Corp), Agreement and Plan of Merger (Monotype Imaging Holdings Inc.)
Organization; Good Standing. (a) Parent. Parent (i) is duly organizedorganized or formed, validly existing and in good standing pursuant to the Laws of its jurisdiction of organizationorganization or formation; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Sumo Logic, Inc.), Agreement and Plan of Merger (Transphorm, Inc.), Agreement and Plan of Merger (Vepf Vii SPV I, L.P.)
Organization; Good Standing. (a) Parent. Parent (i) is duly organized, validly existing and in good standing pursuant to the Laws laws of its jurisdiction of organization; organization and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Instructure Inc), Agreement and Plan of Merger (Ellie Mae Inc), Agreement and Plan of Merger (Mobileiron, Inc.)
Organization; Good Standing. (a) Parent. Parent (i) is duly organized, validly existing and in good standing pursuant to the Laws of its jurisdiction of organization; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets, except where the failure to be in such good standing, or to have such power or authority, would not prevent or materially delay the ability of Parent to consummate the Merger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Linkedin Corp), Agreement and Plan of Merger (Activision Blizzard, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.)
Organization; Good Standing. (a) Parent. Parent (i) is duly organized, validly existing and in good standing pursuant to the Laws of its jurisdiction of organization; organization and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Zix Corp), Agreement and Plan of Merger (True Wind Capital, L.P.), Agreement and Plan of Merger (Open Text Corp)
Organization; Good Standing. (a) Parent. Parent (i) is a corporation duly organized, validly existing and in good standing pursuant to the Laws of its jurisdiction of organizationDGCL; and (ii) has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Us Xpress Enterprises Inc), Agreement and Plan of Merger (Knight-Swift Transportation Holdings Inc.), Agreement and Plan of Merger (Fuller Max L)
Organization; Good Standing. (a) Parent. Parent (i) is duly organized, validly existing and in good standing pursuant to the Laws of its jurisdiction of organization; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets, except in the case of clause (ii) as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diversey Holdings, Ltd.), Agreement and Plan of Merger (Cision Ltd.)
Organization; Good Standing. (a) Parent. Parent Parent: (i) is duly organized, validly existing and in good standing pursuant to the Laws of its jurisdiction the State of organizationDelaware; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Organization; Good Standing. (a) Parent. Parent (i) is duly organized, validly existing and in good standing pursuant to the Laws of its jurisdiction of organization; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assetsassets as such properties and assets are presently being owned, leased or operated.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sierra Oncology, Inc.)
Organization; Good Standing. (a) Parent. Parent (i) is duly organized, validly existing and in good standing pursuant to the Laws laws of its jurisdiction of organization; and (ii) has the requisite power and authority to conduct its business as it is presently Table of Contents being conducted and to own, lease or operate its properties and assetsassets and (iii) represents and warrants as to the matters disclosed in Section 4.1(a) of the Parent Disclosure Letter.
Appears in 1 contract
Organization; Good Standing. (a) Parent. Parent (i) is duly organized, validly existing and in good standing pursuant to under the Laws laws of its jurisdiction of organization; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.
Appears in 1 contract
Organization; Good Standing. (a) Parent. Parent (i) is duly organizedincorporated, validly existing and in good standing pursuant to the Laws of its jurisdiction of organization; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.
Appears in 1 contract
