Common use of Organization of the Company Clause in Contracts

Organization of the Company. The Company is a limited liability company duly organized and validly existing in good standing under the laws of the State of California, has full power and authority to own and operate its property and to carry on its business as now being conducted, and is duly qualified to do business in each jurisdiction in which the nature of its property or business requires.

Appears in 2 contracts

Samples: Management Rights Purchase Agreement (Symbion Inc/Tn), Management Rights Purchase Agreement (Symbion Inc/Tn)

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Organization of the Company. The Company is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of California, . The Company has full all requisite corporate power and authority to own and operate its property and to carry on conduct its business as now it is presently being conducted, and is duly qualified to do business in each jurisdiction in which the nature of its property or business requires.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Chicago Pizza & Brewery Inc), Stock Purchase Agreement (Assi Inc)

Organization of the Company. The Company is a limited liability company corporation ---------------------------- duly organized and validly existing in good standing under the laws of the State of California, California and has full power and all requisite corporate authority to own and operate its property properties and to carry on its business as now being conducted, and . The Company is duly qualified as a foreign corporation to do business and is in each good standing in every jurisdiction in which the nature of its the business conducted or property or business requiresowned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Staruni Corp), Credit Agreement (Staruni Corp)

Organization of the Company. The Company is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of California, . The Company has full the corporate power and authority to own and operate its property properties and to carry on its business as now being conducted, and . The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the nature of its property or business requiresrequires it by law to be so qualified. The Company has delivered a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to Parent.

Appears in 2 contracts

Samples: Voting Agreement (Cypress Semiconductor Corp /De/), Voting Agreement (Cypress Semiconductor Corp /De/)

Organization of the Company. The Company is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of California, . The Company has full the corporate power and authority to own and operate its property properties and to carry on its business as now being currently conducted and as currently contemplated to be conducted, and . The Company is duly qualified or licensed to do business and in good standing as a foreign corporation in each jurisdiction in which the nature of its property failure to be so qualified or business requires.licensed would not reasonably be expected to have a Material Adverse Effect on the

Appears in 1 contract

Samples: Agreement and Plan (Lsi Logic Corp)

Organization of the Company. The Company is a limited liability company corporation duly organized incorporated and validly existing in good standing under the laws of the State of California, California and has full power and all requisite corporate authority to own and operate its property properties and to carry on its business as now being conducted, . The Company does not have any subsidiaries and is duly qualified to do business in each jurisdiction in which the nature of its property or business requires.does not own more that

Appears in 1 contract

Samples: Credit Agreement (Planet Polymer Technologies Inc)

Organization of the Company. The Company is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of California, California and has full power and all requisite corporate authority to own and operate its property properties and to carry on its business as now being conducted, and . The Company is duly qualified as a foreign corporation to do business and is in each good standing in every jurisdiction in which the nature of its the business conducted or property or business requiresowned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Staruni Corp)

Organization of the Company. The Company is a limited liability company corporation duly organized and --------------------------- organized, validly existing and in good standing under the laws of the State of California, . The Company has full the corporate power and authority to own and operate its property properties and to carry on its business as now being conducted, and . The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the nature failure to be so qualified would be material. The Company has delivered a true and correct copy of its property or business requiresArticles of Incorporation and Bylaws, each as amended to date, to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Goto Com Inc)

Organization of the Company. The Company is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of California, . The Company has full the corporate power and authority to own and operate its property properties and to carry on its business as now being conducted, and . The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the nature failure to be so qualified would materially and adversely affect the Company. The Company has delivered a true and correct copy of its property or business requires.Articles of Incorporation and Bylaws, each as amended to date, to Parent. 2.2

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)

Organization of the Company. The Company is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of California, California and has full power and authority to own own, lease and operate its property properties and to carry on its business as now being conducted, and . The Company is duly qualified or otherwise authorized as a foreign corporation to do transact business and is in good standing in all jurisdictions in which it is conducting its business (except where the failure to so qualify would not have a material adverse effect on the Company) and each jurisdiction wherein the Company is qualified or authorized is set forth in which the nature of its property or business requiresSchedule 3.1.

Appears in 1 contract

Samples: Agreement of Merger (Ashland Inc)

Organization of the Company. The Company is a limited liability company corporation duly organized and validly existing and in good standing under the laws of the State of California, California and has full all requisite power and authority to own own, lease and operate its property properties and to carry on its business as now being conducted, and . The Company is duly qualified as a foreign corporation to do business and is in each good standing in every jurisdiction in which the nature of its the business conducted or property or business requiresowned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Equity Purchase Agreement (2050 Motors, Inc.)

Organization of the Company. The Company is a limited liability company corporation duly organized organized, validly existing, and validly existing in good standing under the Laws of California. The Company is duly licensed, qualified, or admitted to do business and is in good standing in all jurisdictions in which it is required to be so qualified, licensed or admitted to do business by the laws thereof. The Seller has furnished to the Purchaser true and complete copies of the articles of incorporation and the by-laws of the State of CaliforniaCompany, has full power and authority to own and operate its property and to carry on its business as now being conducted, and is duly qualified to do business in each jurisdiction in which the nature of its property or business requiresincluding all amendments thereto.

Appears in 1 contract

Samples: Stock Acquisition Agreement (Zenith National Insurance Corp)

Organization of the Company. The Company is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of California, . The Company has full the corporate power and authority to own and operate its property properties and to carry on its business as now being conducted, and . The Company is duly qualified to do business and is in good standing in each jurisdiction in which the nature conduct of its property business requires it to be qualified. The Company has delivered a true and correct copy of its Articles of Incorporations and Bylaws, as amended to date, to the Purchaser or business requiresits counsel.

Appears in 1 contract

Samples: Stock Purchase Agreement (Vital Living Inc)

Organization of the Company. The Company is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of California, . The Company has full the corporate power and authority to own and operate its property properties and to carry on its business as now being conducted, and . The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the nature failure to be so qualified would have a Material Adverse Effect on the Company. The Company has delivered a true and correct copy of its property or business requiresArticles of Incorporation and Bylaws, each as amended to date, to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)

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Organization of the Company. 3.1.1 The Company is a limited liability company corporation duly organized and incorporated, validly existing and in good standing under the laws of the State of California, has full California with the requisite corporate power and authority to own own, lease and operate its property properties and to carry on its business as now being conductedconducted therein. Except as set forth on Schedule 3.1, and is duly qualified to do business the Company does not own, directly or indirectly, any capital stock or other equity securities of any Person or have any direct or indirect equity or ownership interest in each jurisdiction in which the nature of its property or business requiresany Person.

Appears in 1 contract

Samples: Stock Purchase Agreement (Penton Media Inc)

Organization of the Company. The Company is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of California, . The Company has full the corporate power and authority to own and operate its property properties and to carry on its business as now being conducted, and is duly qualified to do business in each jurisdiction in which the nature of its property or business requires.. The

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Commerce One Inc)

Organization of the Company. The Company is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of California, California and has full corporate power and authority to own and operate its property and to carry on conduct its business as now it is presently being conductedconducted and to own, lease and is duly qualified to do business in each jurisdiction in which the nature of use its property or business requiresproperties and assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Imperial Bancorp)

Organization of the Company. The Company is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of California, . The Company has full the corporate power and authority to own and operate its property properties and to carry on its business as now being conducted, conducted and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature failure to be so qualified would result in a Material Adverse Change on the Company. The Company has delivered a true and correct copy of its property or business requiresArticles of Incorporation and Bylaws, each as amended to date, to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Peoplesoft Inc)

Organization of the Company. The Company (a) is a limited liability company corporation duly organized and --------------------------- organized, validly existing and in good standing under the laws of the State of California; (b) is qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except where failure to so qualify would not have a material adverse effect upon the Company's business, its properties or its financial condition; and (c) has full all necessary corporate power and authority to own and operate its property and to carry on its business as it is now being conducted, conducted and is duly qualified to do business in each jurisdiction in which the nature of own or lease and operate its property or business requiresproperties and assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Net Value Holdings Inc)

Organization of the Company. The Company is a limited liability company duly organized and organized, validly existing and in good standing as a corporation under the laws of the State of California, California and has full corporate power and authority to own and operate its property and to carry on conduct its business as now it is presently being conducted, and . The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which where the nature of its business or its ownership or use of property or business requiresmakes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect on the Company.

Appears in 1 contract

Samples: Execution Copy (American Home Mortgage Holdings Inc)

Organization of the Company. The Company is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of California, has full power . Copies of the Articles of Incorporation and authority to own and operate its property and to carry on its business as now being conductedBylaws of the Company, and all amendments thereto, heretofore delivered to Buyer are accurate and complete as of the date hereof and are currently in effect without further amendment thereto, except as set forth therein. The Company is not duly qualified or licensed to do business as a foreign corporation in each jurisdiction good standing in which the nature of its property or business requiresany other State.

Appears in 1 contract

Samples: Stock Purchase Agreement (Schuff Steel Co)

Organization of the Company. The Company is a limited liability company corporation duly --------------------------- organized and validly existing in good standing under the laws of the State of California, California and has full power and all requisite corporate authority to own and operate its property properties and to carry on its business as now being conducted. Except as set forth in the SEC Documents, and the Company does not have any subsidiaries. The Company is duly qualified as a foreign corporation to do business and is in each good standing in every jurisdiction in which the nature of its the business conducted or property or business requiresowned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Team Communications Group Inc)

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