Company Standing Clause Samples

The Company Standing clause establishes that the company is legally formed, validly existing, and in good standing under the laws of its jurisdiction. It typically requires the company to confirm that it has complied with all necessary legal requirements, such as filing annual reports or paying required fees, and is authorized to conduct business. This clause assures the other party that the company is legitimate and authorized to enter into the agreement, thereby reducing the risk of dealing with an entity that may not have the legal capacity to fulfill its obligations.
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Company Standing. The Borrower is a state-owned communications enterprise duly incorporated and validly existing under the PRC laws;
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Company Standing. Borrower is a duly organized limited liability company existing in good standing under the laws of Delaware, has the company power and legal authority to own or lease property and to carry on business as a Section 1110 Airline, and is duly qualified to do business in all jurisdictions wherein such qualification is necessary (except in any jurisdictions in which the failure to qualify would result in no Materially Adverse Change).
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Company Standing. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Louisiana and that Buyer shall be qualified to do business and in good standing in the State of Florida as of the Closing Date. Buyer has the requisite power and authority to enter into this Agreement. At Closing, Buyer will have all the requisite power and authority to own, lease and operate the Assets to be Acquired, to carry on its business as to be conducted, and has the requisite power and authority to perform the terms of this Agreement and consummate the transactions contemplated hereby.
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Company Standing. Seller is duly organized, validly existing and in good standing under the laws of the State of its formation. Seller has all of the requisite power and authority to own or lease all of its material assets, to own and operate the Business and the assets owned and operated by Seller, to carry on its business as now conducted, to enter into this Agreement and to perform the terms of this Agreement. Seller is duly qualified or licensed to do business and in good standing in each jurisdiction in which the nature of its business or the character of the properties and assets which it owns or leases makes such qualifications or licensing necessary.
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Related to Company Standing

  • Parent to Provide Common Stock Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).

  • Personally Owned Professional Material The employer shall reimburse an employee to a maximum of $150 for loss, damage or personal insurance deductible to personally owned professional material brought to the employee’s workplace to assist in the execution of the employee’s duties, provided that: a. The loss or damage is not the result of negligence on the part of the employee claiming compensation; b. The claim for loss or damage exceeds ten (10) dollars; c. If applicable, a copy of the claim approval from their insurance carrier shall be provided to the employer; d. The appropriate Principal or Vice-Principal reports that the loss was sustained while on assignment for the employer.

  • Company Stock Plans (a) Effective as of the Effective Time, each outstanding stock option, stock equivalent right or right to acquire Shares (each a “Company Option” and collectively, the “Company Options”) granted under the Company’s Amended and Restated 2000 Equity Incentive Plan and 1995 Stock Plan (the “Company Stock Plans”), without regard to the extent then vested and exercisable, shall be cancelled and, in consideration of such cancellation, Parent shall, or shall cause the Surviving Corporation to, promptly following the Effective Time, pay to such holders of Company Options, an amount in respect thereof equal to the product of (x) the excess, if any, of the Offer Price over the exercise price of each such Company Option and (y) the number of unexercised Shares subject thereto (such payment, if any, to be net of applicable Taxes withheld pursuant to Section 2.6). (b) Effective as of the Effective Time, each restricted stock unit, representing a right to receive one Share (each a “Company RSU” and collectively, the “Company RSUs”) granted under any Company Stock Plan, which is outstanding immediately prior to the Effective Time will become fully vested (provided, however, that only 1,250 of the 5,000 Company RSUs granted in 2009 pursuant to Section 12 of the Company’s Amended and Restated 2000 Equity Incentive Plan to each of the independent members of the Company Board of Directors, which are outstanding immediately prior to the Effective Time, will become vested as of the Effective Time) and then will be cancelled at the Effective Time, and in consideration of such cancellation, Parent shall, or shall cause the Surviving Corporation to, promptly following the Effective Time, pay to such holders of Company RSUs, an amount in respect thereof equal to the product of (x) the Offer Price and (y) the number of Shares into which the vested portion of the Company RSU would otherwise be convertible (such payment, if any, to be net of applicable Taxes withheld pursuant to Section 2.6). (c) As of the Effective Time, the Company Stock Plans shall terminate and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Company Subsidiary (as defined in Section 3.4(a)) shall be cancelled. The Company shall use all reasonable efforts to effectuate the foregoing, including, but not limited to, sending out the requisite notices and obtaining all consents necessary to cash out and cancel all Company Options and Company RSUs necessary to ensure that, after the Effective Time, no person shall have any right under the Company Stock Plans, except as set forth herein.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Reporting Company Status The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary other than those jurisdictions in which the failure to so qualify would not have a material and adverse effect on the business, operations, properties, prospects or condition (financial or otherwise) of the Company. The Company has registered its Common Stock pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).