Common use of Corporate Organization Clause in Contracts

Corporate Organization. (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (E Sync Networks Inc), Agreement and Plan of Merger (Andros Inc), Agreement and Plan of Merger (Kaplan Inc)

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Corporate Organization. (a) Parent is a corporation duly organized, validly existing and in good standing under the laws Laws of the State its jurisdiction of Delawareincorporation.

Appears in 7 contracts

Samples: Voting Agreement (Evans Hugh D), Voting Agreement (Anaren Inc), Voting Agreement (Anaren Inc)

Corporate Organization. (a) Parent is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so incorporated, existing or in good standing or to have such power or authority would not prevent or delay consummation of the transactions contemplated hereby, or otherwise prevent Parent from performing its obligations under this Agreement.

Appears in 4 contracts

Samples: Voting Agreement (Medplus Inc /Oh/), Voting Agreement (Medplus Inc /Oh/), Voting Agreement (Medplus Inc /Oh/)

Corporate Organization. (a) Parent is a Delaware corporation duly organized, validly existing and in corporate good standing under the laws of Delaware. Purchaser is a Delaware corporation duly organized, validly existing and in corporate good standing under the State laws of Delaware.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (BladeLogic, Inc.), Agreement and Plan of Merger (Adobe Systems Inc), Agreement and Plan of Merger (BMC Software Inc)

Corporate Organization. (a) Parent is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Parent has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Chittenden Corp /Vt/), Agreement and Plan of Merger (People's United Financial, Inc.)

Corporate Organization. (a) The Parent is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of New York. The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Global Imaging Systems Inc), Agreement and Plan of Merger (Xerox Corp)

Corporate Organization. (a) Parent is a corporation duly organized----------------------- incorporated, validly existing and in good standing under the laws of Delaware with all requisite power and authority to own, operate and lease its properties and to carry on its business as now being conducted. Parent is qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary, except where failure to be qualified would not reasonably be expected to have a material adverse effect on the State ability of DelawareParent to carry out the transactions contemplated hereby without significant unanticipated delay.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bi Expansion Ii Corp), Agreement and Plan of Merger (Bird Corp)

Corporate Organization. (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of Parent, copies of which have previously been made available to the Company, are true, complete and correct copies of such documents as in effect as of the date of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Alamosa Holdings Inc), Agreement and Plan of Merger (Airgate PCS Inc /De/)

Corporate Organization. (a) The Parent is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware.

Appears in 1 contract

Samples: Asset Purchase Agreement (Elkcorp)

Corporate Organization. (a) Parent is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of DelawareDelaware and has all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, prohibit or materially delay consummation of the Merger or otherwise prevent Parent from performing its obligations under this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chesapeake Utilities Corp)

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Corporate Organization. (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has the requisite power and authority (corporate and other) to own, lease and operate its properties and to carry on its business as now being conducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Panatech Research & Development Corp)

Corporate Organization. (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of Canada and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Odyssey Re Holdings Corp)

Corporate Organization. (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Parent has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the 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. Parent is duly registered as a bank holding company under the BHC Act.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cbny Investment Services Corp)

Corporate Organization. (a) Parent is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of DelawareDelaware and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.

Appears in 1 contract

Samples: Business Combination Agreement (McAp Acquisition Corp)

Corporate Organization. (a) Parent is a corporation duly organizedincorporated, validly existing and in good standing under the laws of Delaware with all requisite power and authority to own, operate and lease its properties and to carry on its business as now being conducted. Parent is qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary, except where failure to be qualified would not reasonably be expected to have a material adverse effect on the State ability of DelawareParent to carry out the transactions contemplated hereby without significant unanticipated delay.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bird Corp)

Corporate Organization. (a) Parent is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. The certificate of incorporation of Parent is in effect and no dissolution, revocation or forfeiture proceedings regarding Parent have been commenced.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Trizec Properties Inc)

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