Organization, Standing and Power. Each of Parent and Merger Sub is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has full corporate power and authority to conduct its businesses as presently conducted.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Alpine Immune Sciences, Inc.), Agreement and Plan of Merger (XOMA Corp), Agreement and Plan of Merger (NGM Biopharmaceuticals Inc)
Organization, Standing and Power. Each of Parent and Merger Sub is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has full corporate power and authority to conduct its businesses as presently conducted.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (United Defense Industries Inc), Agreement and Plan of Merger (Accelrys, Inc.), Agreement and Plan of Merger (United Defense Industries Inc)
Organization, Standing and Power. Each of Parent and Merger Sub is duly organizedorganized or formed, as applicable, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has full corporate power and authority to conduct its businesses as presently conducted.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Jazz Pharmaceuticals PLC), Agreement and Plan of Merger (Avantor, Inc.), Agreement and Plan of Merger (Vitae Pharmaceuticals, Inc)
Organization, Standing and Power. Each of Parent and Merger Sub is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has full all requisite corporate power and authority to own, lease or otherwise hold its properties and assets and conduct its businesses business as presently it is currently conducted, except for such failures to be so organized, existing or in good standing, or to have such power and authority that would not, individually or in the aggregate, reasonably be likely to result in a Parent Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pre Paid Legal Services Inc), Agreement and Plan of Merger (Ntelos Holdings Corp.), Agreement and Plan of Merger (Shenandoah Telecommunications Co/Va/)
Organization, Standing and Power. Each of Parent and Merger Sub is duly organized, validly existing and in good standing (where applicable as a legal concept) under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has full corporate power and authority necessary to conduct its businesses business as presently conducted.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Endocyte Inc), Agreement and Plan of Merger (Thermo Fisher Scientific Inc.), Agreement and Plan of Merger (Triple-S Management Corp)
Organization, Standing and Power. (a) Each of Parent and Merger Acquisition Sub is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has full corporate power and authority to conduct its businesses as presently conducted.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Metaldyne Corp), Agreement and Plan of Merger (Metaldyne Corp), And Restated Agreement and Plan of Merger (Masco Corp /De/)
Organization, Standing and Power. Each of Parent and Merger Sub is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has full corporate power and authority to conduct its businesses as presently conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AveXis, Inc.), Tender and Support Agreement (VirtualScopics, Inc.)
Organization, Standing and Power. Each of Parent and Merger Sub is duly organized, validly existing and in good standing under the Laws of the its jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) organization and has full all requisite corporate or similar power and authority to conduct carry on its businesses business as presently conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nimble Storage Inc), Agreement and Plan of Merger (Hewlett Packard Enterprise Co)
Organization, Standing and Power. Each of Parent Parent, Holdings and Merger Sub is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has full corporate power and authority to conduct its businesses as presently conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hisamitsu U.S., Inc.), Agreement and Plan of Merger (Noven Pharmaceuticals Inc)
Organization, Standing and Power. Each of Parent and Merger Sub is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has full all requisite corporate power and authority to conduct its businesses as presently conducted.
Appears in 1 contract
Organization, Standing and Power. Each of Parent and Merger Sub is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has full corporate power and authority to conduct its businesses as presently conducted.such
Appears in 1 contract
Organization, Standing and Power. Each of Parent and Merger Sub is duly organizedorganized or formed, as applicable, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has full corporate power and authority to conduct its businesses as presently conducted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ARMO BioSciences, Inc.)
Organization, Standing and Power. Each of Parent and Merger Sub is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has full corporate all requisite power and authority to conduct its businesses as presently conductedconducted and to own, lease and use its assets in the manner in which its assets are currently owned, leased and used, except where the failure to have such power or authority, individually or in the aggregate, would not have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Finjan Holdings, Inc.)
Organization, Standing and Power. Each of Parent and Merger Sub is duly organized, validly existing and in good standing under the Laws of the its jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) organization and has full all requisite corporate power and authority to conduct carry on its businesses business as presently conducted, except as would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.
Appears in 1 contract
Organization, Standing and Power. Each of Parent and Merger Sub is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has full corporate or equivalent power and authority to conduct its businesses as presently conducted.
Appears in 1 contract
Organization, Standing and Power. Each of Parent and Merger Sub is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has full corporate power and authority to own, lease or otherwise hold and operate its properties, rights and assets and to conduct its businesses as presently conducted., except where the failure to be so organized, existing or in good standing or have such power and authority, individually or in the aggregate, would not reasonably be likely to have a Parent
Appears in 1 contract
Organization, Standing and Power. Each of Parent and Merger Sub is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has full the requisite corporate power and authority to conduct its businesses as presently conducted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Blood Therapeutics, Inc.)
Organization, Standing and Power. (a) Each of Parent and Merger Sub is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has full corporate power and authority to conduct its businesses as presently conducted, except where any such failure to have such power and authority would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DreamWorks Animation SKG, Inc.)
Organization, Standing and Power. Each of Parent and Merger Sub and Parent is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case its state of good standing, to the extent the concept is recognized by such jurisdiction) incorporation or organization and has full all requisite corporate power and authority to own, lease and operate its Assets and Properties, as defined in Section 2.1(a), and to carry on its business as now being conducted. Each of Merger Sub and Parent is duly qualified and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its businesses as presently conductedproperties, makes such qualification necessary.
Appears in 1 contract
