Common use of Corporate Organization Clause in Contracts

Corporate Organization. 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 in all material respects to own, lease, and operate its properties and to carry on its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.

Appears in 5 contracts

Sources: Warrant Purchase Agreement (Crescent Operating Inc), Warrant Purchase Agreement (Crescent Operating Inc), Warrant Purchase Agreement (Magellan Health Services Inc)

Corporate Organization. The Company is a corporation duly ---------------------- organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority in all material respects to own, leaseDelaware, and operate its properties and is duly qualified to carry on conduct its business as now being conducted. No actions or proceedings a foreign corporation in all jurisdictions where the failure to dissolve be so qualified would have an adverse effect on the Company are pending or, to the best knowledge of the Company, are threatenedor its business.

Appears in 3 contracts

Sources: Stock Purchase Agreement (Genvec Inc), Stock Purchase Agreement (Genvec Inc), Stock Purchase Agreement (Genvec Inc)

Corporate Organization. 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 in all material respects to own, lease, and operate its properties and to carry on its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.

Appears in 2 contracts

Sources: Stock and Warrant Purchase Agreement (Charter Medical Corp), Stock and Warrant Purchase Agreement (Rainwater Magellan Holdings L P)

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware Delaware, and has all the requisite corporate power and authority in all material respects to own, lease, and operate own or lease its properties and to carry on its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.

Appears in 2 contracts

Sources: Partnership Agreement (Roo Group Inc), Confidentiality Agreement (Roo Group Inc)

Corporate Organization. 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 in all material respects to own, lease, and operate its properties and to carry on its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.

Appears in 2 contracts

Sources: Securities Purchase Agreement (I-on Digital Corp.), Contribution Agreement (I-on Digital Corp.)

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority in all material respects to own, lease, and operate its properties and to carry on its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Dnap Holding Corp), Stock Purchase Agreement (Bionova International Inc)

Corporate Organization. (a) The Company is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the State of Delaware and Delaware. The Company has all requisite the corporate power and authority in to own or lease all material respects to own, lease, and operate of its properties and assets and to carry on its business as it is now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.and

Appears in 2 contracts

Sources: Merger Agreement (Exult Inc), Merger Agreement (Hewitt Associates Inc)

Corporate Organization. The Company is a corporation limited liability company duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority in all material respects to own, leaseoperate and lease the properties and assets it now owns, operates and operate its properties leases and to carry on its Business as presently conducted. The Company is duly qualified to transact business as now being conducted. No actions or proceedings to dissolve a foreign limited liability company and is in good standing in the Company jurisdictions set forth in Schedule 2.1(a) hereto, which are pending or, to the best knowledge of the Company, are threatened.only jurisdictions where such

Appears in 2 contracts

Sources: Asset Purchase Agreement (Marchex Inc), Asset Purchase Agreement (Marchex Inc)

Corporate Organization. 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 corporate authority in all material respects to own, lease, and operate its properties and to carry on its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.

Appears in 2 contracts

Sources: Securities Purchase and Registration Rights Agreement (General Atlantic Partners Iii Lp), Securities Purchase and Registration Rights Agreement (Brigham Exploration Co)

Corporate Organization. (a) The Company is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the State of Delaware and Delaware. The Company has all requisite the corporate power and authority in all material respects to own, lease, and operate its properties and to carry on its business as it is now being conducted. No actions or proceedings , and is duly qualified to dissolve do business as a foreign corporation in each jurisdiction in which the Company are pending or, to the best knowledge nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect on the Company, are threatened.. As used in this

Appears in 2 contracts

Sources: Merger Agreement (Imagistics International Inc), Merger Agreement (Oce N V)

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite with full corporate power and authority in all material respects to own, lease, and operate its properties and to carry on its business as it is now being conducted. No actions or proceedings to dissolve the Company are pending or, to own or hold under lease the best knowledge of properties and assets which it owns or holds under lease and perform all its obligations under the Company, are threatenedagreements and instruments to which it is a party or by which it is bound.

Appears in 1 contract

Sources: Stock Purchase Agreement (Pacifichealth Laboratories Inc)

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority in all material respects to own, lease, lease and operate its properties and to carry on its business as now being conducted. No actions The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the property owned, leased or proceedings to dissolve operated by it or the Company are pending or, to the best knowledge nature of the Companybusiness conducted by it makes such qualification necessary, are threatened.except where the failure to

Appears in 1 contract

Sources: Stock Purchase Agreement (Renters Choice Inc)

Corporate Organization. (a) The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has no Subsidiaries (as defined in Section 3.4(b)). The Company has all requisite corporate power and authority in all material respects to own, lease, operate and operate its lease the properties and to carry on its business as assets it now being conducted. No actions or proceedings to dissolve the Company are pending orowns, to the best knowledge of the Company, are threatened.operates and leases

Appears in 1 contract

Sources: Merger Agreement (Lycos Inc)

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite necessary corporate power and authority in all material respects to own, lease, operate and operate lease its properties and to carry on its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.

Appears in 1 contract

Sources: Option Agreement (Westwood One Inc /De/)

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority in all material respects to own, lease, and operate own its properties and assets and to carry on conduct its business as now being conducted. No actions or proceedings to dissolve True, accurate and complete copies of the Company are pending orOrganizational Documents, with all amendments thereto to the best knowledge of the Companydate hereof, are threatenedhave been made available to Parent or its representatives.

Appears in 1 contract

Sources: Merger Agreement (Oracle Healthcare Acquisition Corp.)

Corporate Organization. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business and in good standing in each jurisdiction in which the nature of its business conducted or property owned therein requires such qualification; the Company has all requisite corporate power and authority in all material respects to own, lease, hold and operate its properties and or conducted and to carry on its business as now being conducted. No actions or proceedings to dissolve consummate the Company are pending or, to the best knowledge of the Company, are threatenedtransactions contemplated by this Agreement.

Appears in 1 contract

Sources: Stock Purchase Agreement (American Stone Industries Inc)

Corporate Organization. The Company is a corporation duly organizedincorporated, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority in all material respects to own, lease, and operate its properties and to carry on its business as now being conducted. No actions or proceedings Proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are or threatened.

Appears in 1 contract

Sources: Warrant Purchase Agreement (Pacific Energy Resources LTD)

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite the corporate power and authority in to own or lease all material respects to own, lease, and operate its properties and assets and to carry on its business as it is now being conducted. No actions or proceedings , and to dissolve execute, deliver and perform this Agreement and to consummate the Company are pending or, to the best knowledge of the Company, are threatenedtransactions contemplated hereby.

Appears in 1 contract

Sources: Stock Purchase Agreement (Scriptgen Pharmaceuticals Inc)

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority in all material respects to own, lease, and operate its properties and to carry on its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatenedDelaware.

Appears in 1 contract

Sources: Stock Purchase Agreement (Rodman & Renshaw Capital Group Inc)

Corporate Organization. The Company is a corporation duly organized, validly existing, and in good standing standing, under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority in all material respects to conduct its business as it is now being conducted and to own, lease, lease and operate its properties property and to carry on its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatenedassets.

Appears in 1 contract

Sources: Exchange Agreement (Prudential Financial Inc)

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority in all material respects to ownenter into this Agreement, lease, and operate its properties to issue the Warrants and to carry on perform its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatenedobligations hereunder and thereunder.

Appears in 1 contract

Sources: Shareholder Agreement (800 Travel Systems Inc)

Corporate Organization. The Company is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. Company has all the requisite corporate power and authority in to own or lease all material respects to own, lease, and operate of its properties and assets and to carry on its business as it is now being conducted. No actions , and is duly licensed or proceedings qualified to dissolve do business in each jurisdiction in which the Company are pending or, to the best knowledge nature of the Company, are threatenedbusiness conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary.

Appears in 1 contract

Sources: Merger Agreement

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority in all material respects to own, lease, and operate its properties and to carry on its business as it is now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.

Appears in 1 contract

Sources: Option Agreement (Beachport Entertainment Corp/Ut)

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority in all material respects to own, lease, and operate own or lease its properties and to carry on its business and as in the places where such properties are now owned or leased or such business is now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.

Appears in 1 contract

Sources: Investment Agreement (National Auto Finance Co Inc)

Corporate Organization. (a) The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite the corporate power and authority in to own or lease all material respects to own, lease, and operate of its properties and assets and to carry on its business as it is now being conducted. No actions The Company is duly licensed or proceedings qualified to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.do business in each jurisdiction in

Appears in 1 contract

Sources: Merger Agreement (Yodlee Inc)

Corporate Organization. The Company is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite the corporate power and authority in all material respects to ownenter into this Agreement, lease, and operate to perform its properties obligations hereunder and to carry on its business as now being conducted. No actions or proceedings to dissolve consummate the Company are pending or, to the best knowledge of the Company, are threatenedtransactions contemplated hereby.

Appears in 1 contract

Sources: Stock Purchase Agreement (Wilshire Financial Services Group Inc)

Corporate Organization. The Company is a corporation duly ---------------------- organized, validly existing, and in good standing under the laws of the State of Delaware Delaware, and has all requisite the corporate power and authority in all material respects to own, lease, own or lease and operate its properties and to carry on conduct its business as now being conducted. No actions or proceedings to dissolve Except as set forth in Schedule 3.01 and other than short term investments in money market ------------- instruments, the Company are pending orhas no investment in any corporation, to the best knowledge of the Companypartnership, are threatenedjoint venture, proprietorship or other entity. The Company has no Subsidiaries.

Appears in 1 contract

Sources: Merger Agreement (Acsys Inc)

Corporate Organization. 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 in all material respects to own, lease, and operate its properties and to carry on its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatened.

Appears in 1 contract

Sources: Share Exchange Agreement (Armstrong Coal Company, Inc.)

Corporate Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority in all material respects to own, lease, and operate own or lease its properties and assets and to carry on conduct its business as now being conducted. No actions or proceedings to dissolve Copies of the Company are pending or, to the best knowledge Certificate of Incorporation and By-Laws of the Company, with all amendments thereto to the date hereof, have been furnished to Parent or its representatives, and such copies are threatenedaccurate and complete.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Mueller Industries Inc)

Corporate Organization. The Company is a validly existing corporation duly organized, validly existing, and organized in good standing under accordance with the laws of the State of Delaware Delaware, with all legal and has all requisite corporate authority and power to conduct its business and authority in all material respects to own, lease, and operate own its properties and to carry on possesses all necessary permits and licenses required in connection with the conduct of its business as now being conducted. No actions or proceedings to dissolve the Company are pending or, to the best knowledge of the Company, are threatenedbusiness.

Appears in 1 contract

Sources: Subscription Agreement (Asd Group Inc)