Common use of Qualification, Organization, etc Clause in Contracts

Qualification, Organization, etc. (a) Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted. Parent is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. The copies of Parent’s certificate of incorporation and by-laws which have been delivered to the Company are complete and correct copies thereof, each as amended through the date hereof. Parent is not in violation of any provision of its certificate of incorporation or by-laws.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Invitrogen Corp)

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Qualification, Organization, etc. (a) Parent is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted. Parent is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. The copies of Parent’s 's certificate of incorporation and by-laws which have been delivered to the Company are complete and correct copies thereof, each as amended through the date hereof. Parent is not in violation of any provision of its certificate of incorporation or by-laws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Western Wireless Corp), Agreement and Plan of Merger (Stanton John W)

Qualification, Organization, etc. (a) Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted. Parent is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. The copies of Parent’s certificate of incorporation and by-laws bylaws which have been delivered or made available to the Company are complete and correct copies thereof, each as amended through the date hereofamended. Parent is not in violation of any provision of its certificate of incorporation or by-lawsbylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PAETEC Holding Corp.)

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Qualification, Organization, etc. (a) Parent is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted. Parent is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. The copies of Parent’s certificate of incorporation and by-laws which have been delivered to the Company are complete and correct copies thereof, each as amended through the date hereof. Parent is not in violation of any provision of its certificate of incorporation or by-laws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alltel Corp)

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