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

Organization, Standing and Corporate Power. (a) 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 necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly licensed or qualified to do business and is in good standing 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, except where the failure to be so licensed, 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Dell Inc)

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Organization, Standing and Corporate Power. (a) 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 and all necessary governmental approvals to own or own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified or licensed or qualified to do business and is in good standing 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 qualification, license or qualification good standing necessary, except where the failure to be so licensedqualified, qualified licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Minerals Technologies Inc), Agreement and Plan of Merger (Amcol International Corp)

Organization, Standing and Corporate Power. (a) 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 necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly licensed or qualified to do business and is in good standing 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, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.Effect (as defined below) on the Company. For purposes of this Agreement, “

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cke Restaurants Inc), Agreement and Plan of Merger (Cke Restaurants Inc)

Organization, Standing and Corporate Power. (a) 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 necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly licensed or qualified to do business and is in good standing 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 or held under license by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.. For purposes of this Agreement, “

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Collagenex Pharmaceuticals Inc), Agreement and Plan of Merger (Galderma Laboratories, Inc.)

Organization, Standing and Corporate Power. (a) The Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware and has all the requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now presently being conducted. The Each of the Company and its subsidiaries is duly qualified or licensed or qualified to do conduct business and is in good standing in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such qualification or licensing or qualification necessary, except for those jurisdictions where the failure to be so licensed, qualified or licensed or to be in good standing has not had and individually or in the aggregate would not reasonably be expected to have, individually or in have a material adverse effect on the aggregate, a Material Adverse EffectCompany.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Front Porch Digital Inc), Agreement and Plan of Merger (Front Porch Digital Inc)

Organization, Standing and Corporate Power. (a) 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 necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly licensed or qualified to do business and is in good standing 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, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to havenot, individually or in the aggregate, have or reasonably be expected to have, a Company Material Adverse Effect.Effect (as defined below). For purposes of this Agreement, “

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD), Agreement and Plan of Merger (Cephalon Inc)

Organization, Standing and Corporate Power. (a) 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 necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly licensed or qualified to do business and is in good standing 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, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.Effect (as defined below) on the Company. For purposes of this Agreement, “

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Avaya Inc)

Organization, Standing and Corporate Power. (a) 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 necessary to own or own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ormat Technologies, Inc.), Agreement and Plan of Merger (Us Geothermal Inc)

Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority necessary to own or own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified or licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it makes such licensing qualification or qualification license necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Non-Hawaii Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Horizon Lines, Inc.), Agreement and Plan of Merger (Matson, Inc.)

Organization, Standing and Corporate Power. (a) 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 necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly licensed or qualified to do business and is in good standing 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, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Getty Images Inc)

Organization, Standing and Corporate Power. (a) 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 necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly licensed or qualified to do business and is in good standing 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, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.Effect on the Company. For purposes of this Agreement, “

Appears in 1 contract

Samples: Agreement and Plan of Merger (Titanium Metals Corp)

Organization, Standing and Corporate Power. (a) 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 necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly licensed or qualified to do business and is in good standing 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, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.. For purposes of this Agreement, “

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Pacific Corp)

Organization, Standing and Corporate Power. (a) 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 necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly licensed or qualified to do business and is in good standing 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, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quest Software Inc)

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Organization, Standing and Corporate Power. (a) 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 necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. The Except as set forth on Section 3.1(a) of the Company Disclosure Schedule, the Company is duly licensed or qualified to do business and is in good standing 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, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.Effect on the Company. For purposes of this Agreement, “

Appears in 1 contract

Samples: Agreement and Plan of Merger (Archipelago Learning, Inc.)

Organization, Standing and Corporate Power. (a) 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 corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly licensed or qualified to do business and is in good standing 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, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.Effect (as defined below) on the Company. For purposes of this Agreement, “

Appears in 1 contract

Samples: Agreement and Plan of Merger (J Crew Group Inc)

Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware Nevada and has all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly licensed or qualified to do business and is in good standing 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, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nts, Inc.)

Organization, Standing and Corporate Power. (a) 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 corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly licensed or qualified to do business and is in good standing 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, except where the failure to be so licensed, qualified or in good standing has not had had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect on the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rural/Metro Corp /De/)

Organization, Standing and Corporate Power. (a) 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 necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted and as currently proposed by its management to be conducted. The Company is duly licensed or qualified to do business and is in good standing 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, except where the failure to be so licensed, qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Authentec Inc)

Organization, Standing and Corporate Power. (a) 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 necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. The Company and each of its Subsidiaries is duly licensed or qualified to do business and is in good standing 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, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Internet Brands, Inc.)

Organization, Standing and Corporate Power. (a) 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 necessary to own or lease and operate all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified or licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it or the nature of its business makes such licensing or qualification necessary, except where the failure to be so licensedqualified, qualified licensed or in good standing has does not had currently have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Forest Laboratories Inc)

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