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

Organization, Standing and Corporate Power. Each of Parent and Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with adequate corporate power and authority to own its properties and carry on its business as presently conducted. Each of Parent and Sub has the corporate power and authority to enter into and perform all of its obligations under this Agreement and to consummate the transactions contemplated hereby.

Appears in 24 contracts

Samples: Stockholder Agreement (Hotel Reservations Network Inc), Stockholder Agreement (Hotel Reservations Network Inc), Stockholder Agreement (Hotel Reservations Network Inc)

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Organization, Standing and Corporate Power. (a) Each of Parent and Sub is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware, with adequate and has all requisite corporate power and authority to own own, lease and operate all of its properties and assets and to carry on its business as presently currently being conducted. Each of Parent and Sub has , except where the corporate failure to be so duly organized, validly existing or in good standing or to have such power and authority would not, individually or in the aggregate, reasonably be expected to enter into and perform all of its obligations under this Agreement and to consummate the transactions contemplated herebyhave a Parent Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hospira Inc), Agreement and Plan of Merger (Pfizer Inc)

Organization, Standing and Corporate Power. Each of Parent and Sub is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware, with adequate Delaware and has all requisite corporate or limited liability company (as applicable) power and authority to own its properties and carry on its business as presently it is now being conducted. Each of Parent and Sub has the corporate power and authority to enter into and perform all of its obligations under this Agreement and to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (TLB Merger Sub Inc.), Agreement and Plan of Merger (Talbots Inc)

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Organization, Standing and Corporate Power. Each of Parent and Sub is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware, with adequate Delaware and has all requisite corporate power and authority to own its properties and carry on its business as presently conducted. Each of Parent and Sub has the corporate power and authority to enter into and perform all of its obligations under this Agreement and to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (California Pizza Kitchen, Inc.)

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