Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Black Knight Financial Services, Inc.), Agreement and Plan of Merger (Refco Inc.), Agreement and Plan of Merger (Refco Inc.)
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of Delaware Delaware, with adequate corporate power and authority to own its properties and carry on its business as presently conducted. The Company has all requisite the corporate power and authority to enter into and perform all of its obligations under this Agreement and to consummate the transactions contemplated hereby.
Appears in 4 contracts
Samples: Stockholders Agreement (Atrium Pg Acquisition Corp), Stockholders Agreement (Snyder Dana R), Stockholders Agreement (Nortek Inc)
Organization, Standing and Corporate Power. (a) The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Susser Holdings CORP), Agreement and Plan of Merger (Susser Holdings CORP)
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Susser Holdings CORP), Agreement and Plan of Merger (Suncom Wireless Holdings, Inc.), Agreement and Plan of Merger (Susser Holdings CORP)
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the state State of Delaware and has all requisite corporate power and authority necessary to enter into this Agreement own or lease all of its properties and assets and to consummate the transactions contemplated hereby.carry on its business as it is now being conducted and as currently proposed by its management to be conducted. Each
Appears in 2 contracts
Samples: Agreement and Plan of Merger (I2 Technologies Inc), Agreement and Plan of Merger (Jda Software Group Inc)
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the state State of Delaware and has all requisite corporate power and authority necessary to enter into this Agreement own or lease all of its properties and assets and to consummate the transactions contemplated herebycarry on its business as presently conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sage Summit LP), Agreement and Plan of Merger (GLG Partners, Inc.)
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of Delaware and has all the requisite corporate power and corporate authority to enter into this Agreement carry on its business as now being conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to consummate be so qualified or licensed (individually or in the transactions contemplated hereby.aggregate) would not have a material
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Egan Charles), Agreement and Plan of Merger (Cort Business Services Corp)
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of Delaware and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Refco Inc.), Agreement and Plan of Merger (Refco Inc.)
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of Delaware and has all the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.carry on its business as now being conducted. The
Appears in 1 contract
Samples: Agreement and Plan of Merger (Washington National Corp)
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of Delaware and has all requisite corporate power and authority to enter into this Agreement own, lease, possess and operate its properties and assets and to consummate the transactions contemplated herebycarry on its business as now being conducted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CF Industries Holdings, Inc.)
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of Delaware and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyDelaware.
Appears in 1 contract
Samples: Assignment Agreement and Plan of Merger (Archipelago Learning, Inc.)
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the state State of Delaware and has all requisite corporate power and authority necessary to enter into this Agreement own or lease all of its properties and assets and to consummate carry on its business as it is now being conducted. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the transactions contemplated hereby.nature of the business conducted by it or the character or location of the properties and assets owned or
Appears in 1 contract
Samples: Agreement and Plan of Merger (Biosource International Inc)
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of Delaware and Delaware. The Company has all requisite corporate power and authority necessary to enter into this Agreement own or lease all of its properties and assets and to consummate carry on its business as it is now being conducted and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the transactions contemplated hereby.nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the 11
Appears in 1 contract
Samples: Agreement and Plan of Merger (Criticare Systems Inc /De/)
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the state State of Delaware and has all requisite corporate power and authority necessary to enter into this Agreement own or lease all of its properties and assets and to consummate the transactions contemplated herebycarry on its business as it is now being conducted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sagent Pharmaceuticals, Inc.)
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the state State of Delaware and has all requisite corporate power and authority necessary to enter into this Agreement own or lease all of its properties and assets and to consummate the transactions contemplated hereby.carry on its business
Appears in 1 contract
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of Delaware and has all requisite Delaware, with adequate corporate power and authority to own its properties and carry on its business as presently conducted. The Company has the corporate power to enter into into, execute and deliver this Agreement and the agreements referred to herein and to consummate the transactions contemplated herebyhereby and thereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Dental Medical Diagnostic Systems Inc)
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the state State of Delaware and has all requisite corporate power and authority to enter into this Agreement own or lease all of its properties and assets and to consummate carry on its business as presently conducted. The Company is duly licensed or qualified to do business and is in good standing (with respect to jurisdictions that recognize the transactions contemplated hereby.concept of good standing) in each jurisdiction
Appears in 1 contract
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the state State of Delaware and has all the requisite corporate power and authority and all government licenses, authorizations, permits, consents and approvals required to enter into this Agreement own, lease and to consummate the transactions contemplated herebyoperate its properties and carry on its business as now being conducted in various jurisdictions.
Appears in 1 contract
Samples: Share Purchase/ Exchange Agreement (Wave Sync Corp.)
