Common use of Organization, Standing and Authority Clause in Contracts

Organization, Standing and Authority. The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business and is in good standing in all jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified or licensed, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have a Material Adverse Effect.

Appears in 6 contracts

Samples: Agreement and Plan of Reorganization (Steel Vault Corp), Agreement and Plan of Reorganization (Digital Angel Corp), Agreement and Plan of Reorganization (Applied Digital Solutions Inc)

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Organization, Standing and Authority. The Company is a corporation, duly organized, validly incorporated and an existing and corporation in good standing under the laws of the State of Delaware, and . The Company is duly qualified or licensed to do business and is in good standing in all the States of the United States and each foreign jurisdiction (with respect to jurisdictions which recognize such concept) where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified or licensed, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have a Material Adverse Effectqualified.

Appears in 5 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Ubs Ag), Agreement and Plan of Merger (Ubs Ag/Ny)

Organization, Standing and Authority. The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and . The Company is duly qualified or licensed to do business and is in good standing in all jurisdictions each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified qualified. The Company has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or licensed, except for those jurisdictions in which failure lease its properties and assets and to do so has not, or could not reasonably be expected to have a Material Adverse Effectcarry on its business as now conducted.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Bancorp Connecticut Inc), Shareholder Agreement (Banknorth Group Inc/Me), Voting Agreement (Abington Bancorp Inc)

Organization, Standing and Authority. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware, and . The Company is duly qualified or licensed to do business and is in good standing in all jurisdictions each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified or licensedqualified, except for those jurisdictions in which where failure to do so has not, or could qualify would not reasonably be expected to have a Material Adverse Effect. The Company has in effect all Company Permits necessary for it to own or lease its properties and assets and to carry on its business as now conducted.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Penn Engineering & Manufacturing Corp), Agreement and Plan of Merger (PEM Holding Co.)

Organization, Standing and Authority. The Company is a corporation, duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware, Delaware and is duly qualified or licensed to do business and is in good standing in all the jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified or licensed, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have a Material Adverse Effectqualified.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Royal Bank of Canada \), Agreement and Plan of Merger (Admiralty Bancorp Inc)

Organization, Standing and Authority. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and . The Company is duly qualified or licensed to do business and is in good standing in all the states of the United States and any foreign jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified or licensed, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have a Material Adverse Effectqualified.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Eldorado Bancshares Inc), Agreement and Plan of Merger (Quick & Reilly Group Inc /De/)

Organization, Standing and Authority. (a) The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware, and is duly qualified or licensed to do business and is in good standing in all jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified or licensed, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp), Agreement and Plan of Merger (Eldorado Resorts, Inc.)

Organization, Standing and Authority. The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and . The Company is duly qualified or licensed to do business and is in good standing in all Illinois and foreign jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified or licensed, except for those jurisdictions in which where the failure to do so has not, or could qualify would not reasonably be expected to have a Material Adverse EffectEffect on the Company. The Company has in effect all federal, state, local, and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Northern States Financial Corp /De/)

Organization, Standing and Authority. The Company is a corporation, duly organized, ------------------------------------ validly existing and in good standing under the laws of the State of Delaware, and . The Company is duly qualified or licensed to do business and is in good standing in all jurisdictions each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified qualified. The Company has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or licensed, except for those jurisdictions in which failure lease its properties and assets and to do so has not, or could not reasonably be expected to have a Material Adverse Effectcarry on its business as now conducted.

Appears in 1 contract

Samples: Shareholder Agreement (American Financial Holdings Inc)

Organization, Standing and Authority. The (a) Company is a corporation, Delaware corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware, and is duly registered as a financial holding company under the Bank Holding Company Act of 1956, as amended. Company is duly licensed or qualified or licensed to do business and is as a foreign corporation or other entity in good standing in all jurisdictions each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it such qualification, except where the failure to be so licensed or qualified or licensedhas not had, except for those jurisdictions in which failure to do so has not, or could and is not reasonably be expected likely to have have, a Material Adverse EffectEffect on Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bank of the Ozarks Inc)

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Organization, Standing and Authority. The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business and is in good standing in all jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified or licensed, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have a Material Adverse Effectqualified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (McDonald & Co Investments Inc)

Organization, Standing and Authority. The Company has been duly ------------------------------------ incorporated and is a corporation, duly organized, validly an existing and corporation in good standing under the laws of the State of Delaware, and . The Company is duly qualified or licensed to do business and is in good standing in all jurisdictions the states of the United States and each foreign jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified qualified. Each of the Company and its Subsidiaries has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or licensed, except for those jurisdictions in which failure lease its properties and assets and to do so has not, or could not reasonably be expected to have a Material Adverse Effectcarry on its business as it is now conducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tucker Anthony Sutro)

Organization, Standing and Authority. The Company has been duly incorporated and is a corporation, duly organized, validly an existing and corporation in good standing under the laws of the State of Delaware, and . The Company is duly qualified or licensed to do business and is in good standing in all jurisdictions the states of the United States and each foreign jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified qualified. Each of the Company and its Subsidiaries has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or licensed, except for those jurisdictions in which failure lease its properties and assets and to do so has not, or could not reasonably be expected to have a Material Adverse Effectcarry on its business as it is now conducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Royal Bank of Canada \)

Organization, Standing and Authority. The Company is a duly organized corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, . The Company (i) has full corporate power and authority to carry on its business as now conducted and (ii) is duly licensed or qualified or licensed to do business and is in good standing in all jurisdictions of the United States and foreign jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it such licensing or qualification, except where the failure to be so licensed or qualified or licensed, except for those jurisdictions in which failure to do so has not, or could would not reasonably be expected to have a Material Adverse EffectEffect on the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Prime Foods Development Corp)

Organization, Standing and Authority. The Company is a ------------------------------------ corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business and is in good standing in all the jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified or licensed, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have a Material Adverse Effectqualified.

Appears in 1 contract

Samples: Dime Bancorp Inc

Organization, Standing and Authority. The Company is a corporation, duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware, and is duly qualified or licensed to do business and is in good standing in all the jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified or licensed, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have a Material Adverse Effectqualified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Popular Inc)

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