Company Organization. The Company has been duly incorporated and is validly existing under the Laws of its jurisdiction of incorporation, and has the requisite corporate power and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted. The Governing Documents of the Company, as amended to the date of this Agreement and as previously made available by or on behalf of the Company to Acquiror, are true, correct and complete. The Company is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not be material to the business of the Company and its Subsidiaries, taken as a whole.
Appears in 3 contracts
Samples: Merger Agreement (RMG Acquisition Corp. III), Merger Agreement (Perception Capital Corp. II), Merger Agreement (Reinvent Technology Partners Y)
Company Organization. The Company has been duly incorporated and is validly existing under the Laws of its jurisdiction of incorporation, England and Wales and has the requisite company or corporate power power, as applicable, and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted. The Governing Documents of the Company, as amended to in force as at the date of this Agreement and as previously made available by or on behalf of the Company to AcquirorSPAC, are true, correct and complete. The Company is duly licensed or qualified and in good standing as a foreign or extra-provincial extra‑provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not be material to the business of the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Business Combination Agreement (Eleusis Inc.), Business Combination Agreement (Silver Spike Acquisition Corp II)
Company Organization. The Company has been duly incorporated and is validly existing and in good standing under the Laws of its jurisdiction the State of incorporation, Delaware and has the requisite corporate power and authority to own, lease or otherwise hold and operate all of its properties and assets and to conduct its business as it is now being conducted. The Governing Documents of the Company, as amended to the date of this Agreement and as previously made available by or on behalf of the Company to Acquiror, are true, correct and complete. The Company is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standingstanding (if the concept of good standing is recognized by such jurisdiction), as applicable, except where the failure to be so licensed or qualified or in good standing would not be material to the business of the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (B. Riley Principal 150 Merger Corp.), Merger Agreement (Soaring Eagle Acquisition Corp.)
Company Organization. The Company has been duly incorporated formed and is validly existing under the Laws of its jurisdiction of incorporationformation, and has the requisite corporate company power and authority to own, use, lease or operate all of its properties and assets and to conduct its business as it is now being conducted. The Governing Documents of the Company, as amended to the date of this Agreement and as previously made available by or on behalf of the Company to Acquiror, are true, correct and complete. The Company is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation company (or other entity, if applicable) in each jurisdiction in which its ownership ownership, leasing, use or operation of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not be material to the business of the Company and its Subsidiaries, taken as a whole.
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Samples: Membership Interest Purchase Agreement (Stratim Cloud Acquisition Corp.)
Company Organization. The Company has been duly incorporated and is validly existing under the Laws of its jurisdiction the State of incorporationDelaware, and has the requisite corporate power and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted. The Governing Documents of the Company, as amended to the date of this Agreement and as previously made available by or on behalf of the Company to Acquiror, are true, correct and complete. The Company is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not reasonably be material expected to have, individually or in the business of the aggregate, a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Northern Genesis Acquisition Corp. II)
Company Organization. The Company has been duly incorporated incorporated, formed or organized and is validly existing as a corporation under the Laws of its jurisdiction the state of incorporation, Delaware and has the requisite corporate power and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted. The Governing Documents of the Company, as amended to the date of this Agreement and as previously made available by or on behalf of the Company to Acquiror, are true, correct and complete. The Company is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not not, individually or in the aggregate, be material to the business of the Company and its Subsidiaries, taken as a whole.
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Company Organization. The Company has been duly incorporated and is validly existing and in good standing under the Laws of its jurisdiction the State of incorporation, Delaware and has the requisite corporate power and authority to own, lease or otherwise hold and operate all of its properties and assets and to conduct its business as it is now being conducted. The Governing Documents of the Company, as amended to the date of this Agreement and as previously made available by or on behalf of the Company to Acquiror, are true, correct and complete. The Company is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standingstanding (if the concept of good standing is recognized by such jurisdiction), as applicable, except where the failure to be so licensed or qualified or in good standing would not be material to the business of the Company and its Subsidiaries, taken as a whole.
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Company Organization. The Company has been duly incorporated formed or organized and is validly existing under the Laws of its jurisdiction of incorporationformation, and has the requisite corporate company power and authority to own, lease lease, use or operate all of its properties and assets and to conduct its business as it is now being conducted. The Governing Documents of the Company, as amended to the date of this Agreement and as previously made available by or on behalf of the Company to AcquirorBright Lights, are true, correct and complete. The Company is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation company (or other entity, if applicable) in each jurisdiction in which its ownership ownership, leasing, use or operation of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not be material to the business of the Company and its Subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Business Combination Agreement (Bright Lights Acquisition Corp.)
Company Organization. The Company has been duly incorporated formed or organized and is validly existing under the Laws of its jurisdiction the State of incorporationDelaware, and has the requisite company or corporate power power, as applicable, and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted. The Governing Documents of the Company, as amended to the date of this Agreement and as previously made available by or on behalf of the Company to Acquiror, are true, correct and complete. The Company is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not be material to the business of the Company and its SubsidiariesCompany, taken as a whole.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Welsbach Technology Metals Acquisition Corp.)
Company Organization. The Company has been duly incorporated formed or organized and is validly existing under the Laws of its jurisdiction of incorporationincorporation or organization, and has the requisite company or corporate power power, as applicable, and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted. The Governing Documents of the Company, as amended to the date of this Agreement and as previously made available by or on behalf of the Company to Acquiror, are true, correct and complete. The Company is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation company (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not be material to the business of the Company and its Subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Aspirational Consumer Lifestyle Corp.)
Company Organization. The Company has been duly incorporated and is validly existing under the Laws of its jurisdiction of incorporation, England and Wales and has the requisite company or corporate power power, as applicable, and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted. The Governing Documents of the Company, as amended to the date of this Agreement and as previously made available by or on behalf of the Company to AcquirorSPAC, are true, correct and complete. The Company is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not be material to the business of the Company and its Subsidiaries, taken as a whole.
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