Organization of the Company. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware.
Appears in 8 contracts
Samples: Subscription Agreement (Nugen Holdings, Inc.), Subscription Agreement (Charleston Basics Inc), Securities Purchase Agreement (DanDrit Biotech USA, Inc.)
Organization of the Company. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware. The Company has full corporate power and authority to own, use, lease and license its assets and its properties and to carry on its business as it is now being conducted.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Prospect Global Resources Inc.), Note Purchase Agreement (Prospect Global Resources Inc.), Securities Purchase Agreement (Prospect Global Resources Inc.)
Organization of the Company. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware.
Appears in 4 contracts
Samples: Contribution Agreement (Ember Therapeutics, Inc. - Ny), Royalty Purchase Agreement (Longboard Pharmaceuticals, Inc.), Contribution Agreement (Ember Therapeutics, Inc. - Ny)
Organization of the Company. The Company is a corporation Delaware corporation, duly organized and organized, validly existing existing, and in good standing under the laws of Delaware. The Company is qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 2.1 of the State of DelawareDisclosure Schedule.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Rackable Systems, Inc.), Securities Purchase Agreement (Rackable Systems, Inc.), Securities Purchase Agreement (Rackable Systems, Inc.)
Organization of the Company. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware.
Appears in 3 contracts
Samples: Loan Agreement (Shared Technologies Fairchild Inc), Stock Purchase Agreement (Shared Technologies Fairchild Inc), Stock Purchase Agreement (Fairchild Corp)
Organization of the Company. The Company is a corporation duly organized and organized, validly existing existing, and in good standing under the laws of the State of Delaware.
Appears in 2 contracts
Samples: Stock Purchase Agreement (First Consulting Group Inc), Stock Purchase Agreement (First Consulting Group Inc)
Organization of the Company. The Company is a corporation duly organized and --------------------------- organized, validly existing and in good standing under the laws of the State of Delaware.
Appears in 2 contracts
Samples: Loan Agreement (Intermedia Communications of Florida Inc), Stock Purchase Agreement (Intermedia Communications of Florida Inc)
Organization of the Company. The Company is a corporation duly organized incorporated and validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate authority to own its properties and to carry on its business as now being conducted.
Appears in 2 contracts
Samples: Stock Repurchase Agreement (Tf Investors Lp), Common Stock Purchase Agreement (Cytrx Corp)
Organization of the Company. The Company is a corporation duly organized and formed, validly existing existing, and in good standing under the laws Laws of the State of Delaware.
Appears in 2 contracts
Samples: Exchange Agreement (Connecture Inc), Exchange Agreement (Connecture Inc)
Organization of the Company. The Company is a corporation duly organized and organized, validly existing existing, and in good standing under the laws of the State of Delaware.
Appears in 2 contracts
Samples: Stock Option Purchase Agreement (Annie's, Inc.), Stock Option Purchase Agreement (Annie's, Inc.)
Organization of the Company. The Company is a corporation duly organized and organized, validly existing existing, and in good standing under the laws of the State of Delaware.
Appears in 1 contract
Samples: Settlement Agreement and Release (Spectrum Pharmaceuticals Inc)
Organization of the Company. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware.Delaware and has
Appears in 1 contract
Organization of the Company. (a) The Company is a corporation duly organized and incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware with the requisite corporate power and authority to conduct the Business as of the Agreement Date and to own or lease, as applicable, the Assets.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Information Services Group Inc.)
Organization of the Company. The Company is a corporation limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware.
Appears in 1 contract
Organization of the Company. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has the full corporate power and authority to enter into this Agreement and the other agreements and instruments referred to in this Agreement that the Company is executing and delivering (the “Company’s Additional Agreements,” and, together with the Transferor’s Additional Agreements, the “Additional Agreements”), and to carry out the transactions contemplated hereby and thereby.
Appears in 1 contract
Organization of the Company. (a) The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as currently conducted.
Appears in 1 contract
Organization of the Company. The Company is a corporation limited liability company duly organized and organized, validly existing and in good standing under the laws of the State state of Delaware, having full power and authority to own its properties and to carry on its business as conducted.
Appears in 1 contract
Samples: Subscription Agreement
Organization of the Company. The Company is a corporation duly organized and --------------------------- organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the corporate power to own its properties and to carry on its business as now being conducted. The Company has delivered a true and correct copy of its Certificate of Incorporation, as amended to date, to Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Genesys Telecommunications Laboratories Inc)
Organization of the Company. (a) The Company is a corporation duly organized and incorporated, validly existing and in good standing under the laws Laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as currently conducted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Absolute Software Corp)
Organization of the Company. (a) The Company is a corporation duly organized and organized, validly existing existing, and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own its properties and to conduct its business as presently conducted. Schedule 3.2 includes true and correct copies of the Certificate of Incorporation and By-Laws of the Company.
Appears in 1 contract
Organization of the Company. The Company is a corporation duly organized incorporated and validly existing and in good standing under the laws of the State of Delaware.
Appears in 1 contract
Samples: Escrow Agreement (Global Wireless Satellite Networks Usa Inc)
Organization of the Company. The Company is a corporation duly organized and organized, validly existing existing, and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own its properties and to conduct its business as presently conducted.
Appears in 1 contract
Organization of the Company. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware.Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Except as set forth in the SEC Documents, the Company does
Appears in 1 contract
Samples: Stock Purchase Agreement (Crescent International LTD)
Organization of the Company. The Company is a corporation duly organized and organized, validly existing and in good standing under the laws Laws of the State of Delaware., is duly qualified, licensed or admitted to do business and is in good standing in those jurisdictions in which the
Appears in 1 contract
Organization of the Company. The Company is a corporation duly organized incorporated and validly existing and in good standing under the laws of the State of Delaware.Delaware and has all requisite corporate authority to own its properties and to carry on its business as now being
Appears in 1 contract
Organization of the Company. (a) The Company is a corporation duly organized and organized, validly existing existing, and in good standing under the laws of the State of Delaware, and has the corporate power and authority to carry on its business as presently conducted. The Company is not required to be qualified as a foreign corporation in any state other than California.
Appears in 1 contract
Samples: 2 Agreement and Plan of Reorganization (American Phoenix Group Inc /De)
Organization of the Company. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware.. The states in which the Company is qualified to do business are set forth on
Appears in 1 contract
Samples: Series D Convertible Preferred Stock Purchase Agreement (Simione Central Holdings Inc)
Organization of the Company. The Company is a corporation duly organized and --------------------------- incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and is duly qualified to transact business as a foreign corporation in each jurisdiction in which such qualification is required.
Appears in 1 contract
Samples: Asset Purchase and Contribution Agreement (Physician Health Corp)
