Common use of Organization, Standing and Corporate Power Clause in Contracts

Organization, Standing and Corporate Power. (a) Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as presently being conducted. Each of the Company and its subsidiaries is duly qualified or licensed to conduct business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing individually or in the aggregate would not reasonably be expected to have a material adverse effect on the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Front Porch Digital Inc), Agreement and Plan of Merger (Front Porch Digital Inc)

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Organization, Standing and Corporate Power. (a) Each of the The Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has the all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as presently it is now being conducted. Each of the The Company and its subsidiaries is duly licensed or qualified or licensed to conduct do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased or held under license by it makes such licensing or qualification or licensing necessary, except for those jurisdictions where the failure to be so licensed, qualified or licensed or to be in good standing would not, individually or in the aggregate would not aggregate, reasonably be expected to have a material adverse effect on the Company.Company Material Adverse Effect. For purposes of this Agreement, “

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Galderma Laboratories, Inc.), Agreement and Plan of Merger (Collagenex Pharmaceuticals Inc)

Organization, Standing and Corporate Power. (a) Each of the The Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. The Company has the all requisite corporate power and authority necessary to own, lease and operate all of its properties and assets and to carry on its business as presently it is now being conducted. Each of the The Company and its subsidiaries is duly qualified or licensed to conduct do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownershipcharacter or location of the properties and assets owned, leasing leased or operation of its properties operated by it makes such qualification or licensing license necessary, except for those jurisdictions where the failure to be so licensed, qualified or licensed or to be in good standing individually or in the aggregate has not had and would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the CompanyNon-Hawaii Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Horizon Lines, Inc.), Agreement and Plan of Merger (Matson, Inc.)

Organization, Standing and Corporate Power. (a) Each of the The Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has the all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as presently it is now being conducted. Each of the The Company and its subsidiaries is duly qualified or licensed to conduct do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not, individually or in the aggregate would not aggregate, have or reasonably be expected to have have, a material adverse effect on the Company.Company Material Adverse Effect (as defined below). For purposes of this Agreement, “

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD), Agreement and Plan of Merger (Cephalon Inc)

Organization, Standing and Corporate Power. (a) Each of the The Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has the all requisite corporate power and authority necessary to own, lease and operate all of its properties and assets and to carry on its business as presently it is now being conducted. Each of the The Company and its subsidiaries is duly licensed or qualified or licensed to conduct do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownershipcharacter or location of the properties and assets owned, leasing leased or operation of its properties operated by it makes such licensing or qualification or licensing necessary, except for those jurisdictions where the failure to be so licensed, qualified or licensed or to be in good standing individually or in the aggregate has not had and would not reasonably be expected to have a material adverse effect on the CompanyCompany Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ormat Technologies, Inc.), Agreement and Plan of Merger (Us Geothermal Inc)

Organization, Standing and Corporate Power. (a) Each of the The Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has the all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as presently it is now being conducted. Each of the The Company and its subsidiaries is duly licensed or qualified or licensed to conduct do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, except for those jurisdictions where the failure to be so licensed, qualified or licensed or to be in good standing individually or in the aggregate has not had and would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the CompanyMaterial Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Dell Inc)

Organization, Standing and Corporate Power. (a) Each of the The Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has the all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as presently it is now being conducted. Each of the The Company and its subsidiaries is duly licensed or qualified or licensed to conduct do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, except for those jurisdictions where the failure to be so licensed, qualified or licensed or to be in good standing individually or in the aggregate has not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect (as defined below) on the Company.. For purposes of this Agreement, “

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cke Restaurants Inc), Agreement and Plan of Merger (Cke Restaurants Inc)

Organization, Standing and Corporate Power. (a) Each of the The Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has the all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as presently it is now being conducted. Each of the The Company and its subsidiaries is duly licensed or qualified or licensed to conduct do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, except for those jurisdictions where the failure to be so licensed, qualified or licensed or to be in good standing individually or in the aggregate would not reasonably be expected to have a material adverse effect Material Adverse Effect (as defined below) on the Company.. For purposes of this Agreement, “

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Avaya Inc)

Organization, Standing and Corporate Power. (a) Each of the The Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate all of its properties and assets and to carry on its business as presently it is now being conducted. Each of the The Company and its subsidiaries is duly qualified or licensed to conduct do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such qualification qualification, license or licensing good standing necessary, except for those jurisdictions where the failure to be so qualified or qualified, licensed or to be in good standing individually or in the aggregate would not reasonably be expected to have a material adverse effect on the CompanyCompany Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Minerals Technologies Inc), Agreement and Plan of Merger (Amcol International Corp)

Organization, Standing and Corporate Power. (a) Each of the The Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has the all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as presently it is now being conducted. Each of the The Company and its subsidiaries is duly licensed or qualified or licensed to conduct do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, except for those jurisdictions where the failure to be so licensed, qualified or licensed or to be in good standing individually or in the aggregate has not had and would not reasonably be expected to have a material adverse effect on the Company.Company Material Adverse Effect. For purposes of this Agreement, “

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Pacific Corp)

Organization, Standing and Corporate Power. (a) Each of the The Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has the all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as presently it is now being conducted and as currently proposed by its management to be conducted. Each of the The Company and its subsidiaries is duly licensed or qualified or licensed to conduct do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, except for those jurisdictions where the failure to be so licensed, qualified or licensed or to be in good standing standing, individually or in the aggregate aggregate, has not had and would not reasonably be expected to have a material adverse effect on the CompanyCompany Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Authentec Inc)

Organization, Standing and Corporate Power. (a) Each of the The Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has the all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as presently it is now being conducted. Each of the The Company and each of its subsidiaries Subsidiaries is duly licensed or qualified or licensed to conduct do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, except for those jurisdictions where the failure to be so licensed, qualified or licensed or to be in good standing individually or in the aggregate would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the CompanyCompany Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Internet Brands, Inc.)

Organization, Standing and Corporate Power. (a) Each of the The Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and has the all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as presently it is now being conducted. Each of the The Company and its subsidiaries is duly licensed or qualified or licensed to conduct do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, except for those jurisdictions where the failure to be so licensed, qualified or licensed or to be in good standing individually or in the aggregate would not reasonably be expected to have a material adverse effect Material Adverse Effect (as defined below) on the Company.. For purposes of this Agreement, “

Appears in 1 contract

Samples: Agreement and Plan of Merger (J Crew Group Inc)

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Organization, Standing and Corporate Power. (a) Each of the The Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has the all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as presently it is now being conducted. Each of the The Company and its subsidiaries is duly licensed or qualified or licensed to conduct do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, except for those jurisdictions where the failure to be so licensed, qualified or licensed or to be in good standing individually or in the aggregate would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company.. For purposes of this Agreement, “

Appears in 1 contract

Samples: Agreement and Plan of Merger (Titanium Metals Corp)

Organization, Standing and Corporate Power. (a) Each of the The Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware Nevada and has the all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as presently it is now being conducted. Each of the The Company and its subsidiaries is duly licensed or qualified or licensed to conduct do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, except for those jurisdictions where the failure to be so licensed, qualified or licensed or to be in good standing individually or in the aggregate would not reasonably be expected to have a material adverse effect on the CompanyMaterial Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nts, Inc.)

Organization, Standing and Corporate Power. (a) Each of the The Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has the all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as presently it is now being conducted. Each of the The Company and its subsidiaries is duly licensed or qualified or licensed to conduct do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, except for those jurisdictions where the failure to be so licensed, qualified or licensed or to be in good standing individually or in the aggregate would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the CompanyCompany Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Getty Images Inc)

Organization, Standing and Corporate Power. (a) Each of the The Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and has the all requisite corporate power and authority necessary to own or lease its properties and assets and to carry on its business as presently it is now being conducted. Each of the The Company and its subsidiaries is duly licensed or qualified or licensed to conduct do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, except for those jurisdictions where the failure to be so licensed, qualified or licensed or to be in good standing individually or in the aggregate has not had, and would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rural/Metro Corp /De/)

Organization, Standing and Corporate Power. (a) Each of the The Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has the all requisite corporate power and authority necessary to own or lease and operate all of its properties and assets and to carry on its business as presently it is being conducted. Each of the The Company and its subsidiaries is duly qualified or licensed to conduct do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it or the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or qualified, licensed or to be in good standing individually or in the aggregate does not currently have, and would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the CompanyCompany Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Forest Laboratories Inc)

Organization, Standing and Corporate Power. (a) Each of the The Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has the all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as presently it is now being conducted. Each Except as set forth on Section 3.1(a) of the Company and its subsidiaries Disclosure Schedule, the Company is duly licensed or qualified or licensed to conduct do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, except for those jurisdictions where the failure to be so licensed, qualified or licensed or to be in good standing individually or in the aggregate would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company.. For purposes of this Agreement, “

Appears in 1 contract

Samples: Agreement and Plan of Merger (Archipelago Learning, Inc.)

Organization, Standing and Corporate Power. (a) Each of the The Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has the all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as presently it is now being conducted. Each of the The Company and its subsidiaries is duly licensed or qualified or licensed to conduct do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, except for those jurisdictions where the failure to be so licensed, qualified or licensed or to be in good standing individually or in the aggregate has not had and would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect Material Adverse Effect on the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quest Software Inc)

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