Common use of Corporate Organization and Authority Clause in Contracts

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required.

Appears in 38 contracts

Samples: Warrant Agreement (Endocyte Inc), Warrant Agreement (Endocyte Inc), Warrant Agreement (Endocyte Inc)

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Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its under the laws of the jurisdiction of incorporationits organization, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required.

Appears in 11 contracts

Samples: Warrant Agreement (Femasys Inc), Warrant Agreement (AMEDICA Corp), Warrant Agreement (Airxpanders Inc)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, ; (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as currently proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required.

Appears in 10 contracts

Samples: Warrant Agreement (Cytori Therapeutics, Inc.), Warrant Agreement (Cytori Therapeutics, Inc.), Warrant Agreement (Cytori Therapeutics, Inc.)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, and (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) . Company is qualified as a foreign corporation in all jurisdictions where such qualification is requiredrequired except in each jurisdiction in which failure to so qualify would not have a material adverse effect on the business, operations, assets, liabilities, results of operations or financial condition of Company.

Appears in 9 contracts

Samples: Warrant Agreement (C-Iii Capital Partners LLC), Warrant Agreement (C-Iii Capital Partners LLC), Credit Agreement (C-Iii Capital Partners LLC)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required, except where the failure to be so qualified as a foreign corporation would not have a material adverse effect on the Company.

Appears in 7 contracts

Samples: Warrant Agreement (Radius Health, Inc.), Warrant Agreement (Radius Health, Inc.), Warrant Agreement (Radius Health, Inc.)

Corporate Organization and Authority. Company The Company: (a) is Is a corporation duly organized, validly existing, authorized to exercise all of its corporate powers, rights and privileges, and in good standing in its jurisdiction the State of incorporation, Florida; (b) has Has the corporate power and corporate authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and and (c) is Is qualified as a foreign corporation in all jurisdictions where in which such qualification is required.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Whitney Information Network Inc), Stock Purchase Agreement (Whitney Information Network Inc), Stock Purchase Agreement (Whitney Information Network Inc)

Corporate Organization and Authority. Company The Company: (a) is a corporation duly organized, validly existing, existing and in good standing in its jurisdiction under the laws of incorporation, the State of Delaware; (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as presently proposed to be conducted; and and (c) is qualified duly qualified, licensed to do business and in good standing as a foreign corporation in all jurisdictions each jurisdiction where such qualification is requiredthe failure to be so qualified or licensed could reasonably be expected to have a material adverse effect on the Company.

Appears in 4 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement (Zosano Pharma Corp), Note Purchase Agreement (Zosano Pharma Corp)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction under the laws of incorporationthe State of Delaware, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required.

Appears in 3 contracts

Samples: Warrant Agreement (Portola Pharmaceuticals Inc), Warrant Agreement (Five Prime Therapeutics Inc), Warrant Agreement (Five Prime Therapeutics Inc)

Corporate Organization and Authority. The Company (aA) is a corporation duly organized, validly existing, existing and in good standing in its under the laws of the jurisdiction of incorporationits organization, (bB) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; , and (cC) is qualified as a foreign corporation in all jurisdictions where such qualification is required.

Appears in 3 contracts

Samples: Warrant Agreement (Navidea Biopharmaceuticals, Inc.), Warrant Agreement (Navidea Biopharmaceuticals, Inc.), Asset Purchase Agreement (Navidea Biopharmaceuticals, Inc.)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, ; (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is requiredfailure to so qualify would have a material adverse affect on the business, operations or financial condition of the Company.

Appears in 2 contracts

Samples: Warrant Agreement (Acorda Therapeutics Inc), Warrant Agreement (Acorda Therapeutics Inc)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is requiredmaterial to Company's business, financial condition or results of operations.

Appears in 2 contracts

Samples: Warrant Agreement (Conseco Inc), Warrant Agreement (Conseco Inc)

Corporate Organization and Authority. Company The Company: (a) is a corporation duly organized, validly existing, existing and in good standing in its jurisdiction under the laws of incorporation, the State of Ohio; (b) has the corporate all requisite power and authority and all necessary licenses and permits to own and operate its properties and to carry on its business as now conducted and as presently proposed to be conducted; and and (c) is not doing business or conducting any activity in any jurisdiction in which it has not duly qualified as a foreign corporation in all jurisdictions where such qualification is requiredand become authorized to do business.

Appears in 2 contracts

Samples: Loan and Security Agreement (Dynagen Inc), Credit Agreement (Broughton Foods Co)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as currently proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required, except, in the case of clause (c), where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect.

Appears in 2 contracts

Samples: Warrant Agreement (BG Medicine, Inc.), Warrant Agreement (BG Medicine, Inc.)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is requiredrequired except where the failure to be so qualified could not reasonably be expected to have a material adverse effect.

Appears in 2 contracts

Samples: Warrant Agreement (Nimblegen Systems Inc), Warrant Agreement (Nimblegen Systems Inc)

Corporate Organization and Authority. The Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is requiredthe failure to be so qualified would have a material adverse effect on the Company.

Appears in 2 contracts

Samples: Warrant Agreement (Predix Pharmaceuticals Holdings Inc), Warrant Agreement (EPIX Pharmaceuticals, Inc.)

Corporate Organization and Authority. The Company is (ai) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (bii) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (ciii) is qualified as a foreign corporation in all jurisdictions where such qualification is requiredrequired and where failure to be so qualified would have a material adverse effect on the operations, business, condition (financial or otherwise) or properties of the Company.

Appears in 2 contracts

Samples: Warrant Agreement (Ge Capital Equity Investments Inc), Warrant Agreement (Ge Capital Equity Investments Inc)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its under the laws of the jurisdiction of incorporationits organization, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is requirednecessary to carry on its business and operations, except, in the case of clause (c), where the failure to be so qualified and licensed would not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Loan and Security Agreement (Cas Medical Systems Inc), Warrant Agreement (Cas Medical Systems Inc)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, incorporation and (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) . Company is qualified as a foreign corporation in all jurisdictions where such qualification is requiredrequired except in each jurisdiction in which failure to so qualify would not have a material adverse effect on the business, operations, assets, liabilities, results of operations or financial condition of Company.

Appears in 1 contract

Samples: Credit Agreement (Grubb & Ellis Co)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions each jurisdiction where such qualification is requiredthe failure to be so qualified would have or be reasonably expected to have a material adverse effect on the operations or financial condition of the Company.

Appears in 1 contract

Samples: Warrant Agreement (Merrimack Pharmaceuticals Inc)

Corporate Organization and Authority. Company The Company: (a) is a corporation duly organized, validly existing, authorized to exercise all its corporate powers, rights and privileges, and is in good standing in its jurisdiction the State of incorporation, Florida; (b) has the corporate power and corporate authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where in which such qualification is required.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intellon Corp)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its under the laws of the jurisdiction of incorporationits organization, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is requiredthe failure to be so qualified could reasonably be expected to have a material adverse effect on the Company’s financial condition or business as currently conducted.

Appears in 1 contract

Samples: Warrant Agreement (Cardiva Medical, Inc.)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is requiredmaterial to Company'sbusiness, financial condition or results of operations.

Appears in 1 contract

Samples: Warrant Agreement (Conseco Inc)

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Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required, except where the failure to qualify would not have a material adverse effect on the Company’s business.

Appears in 1 contract

Samples: Warrant Agreement (Cyberkinetics Neurotechnology Systems, Inc.)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required, except where the failure to qualify would not have a material adverse effect on the Company's business.

Appears in 1 contract

Samples: Warrant Agreement (Cyberkinetics Neurotechnology Systems, Inc.)

Corporate Organization and Authority. Company The Company: (a) is a corporation duly organized, organized and validly existing, existing and in good standing in under the laws of its jurisdiction of incorporation, (b) incorporation and has the corporate power and authority to execute and deliver this Waiver and Agreement; (b) all of the issued and outstanding shares of capital stock of the Company are fully paid and non-assessable and are owned by the Partnership; and (c) has all requisite power and authority and all necessary licenses and permits to own and operate its properties and to carry on its business as now conducted and as presently proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required.

Appears in 1 contract

Samples: Third Supplemental Indenture of Trust and Security Agreement (Maritrans Inc /De/)

Corporate Organization and Authority. Company The Company: (a) is a corporation duly organized, validly existing, authorized to exercise all its corporate powers, rights and privileges, and in good standing in its jurisdiction under the laws of incorporation, the State of Delaware; (b) has the corporate power and corporate authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and and (c) is qualified as a foreign corporation in all jurisdictions where in which such qualification is required; provided, however, that the Company need not be qualified in a jurisdiction in which its failure to qualify would not constitute a Material Adverse Event.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Cambridge Display Technology, Inc.)

Corporate Organization and Authority. Company The Company: (a) is a corporation duly organized, validly existing, existing and in good standing in under the laws of its jurisdiction of incorporation, ; (b) has the corporate all requisite power and authority and all necessary licenses and permits to own and operate its properties and to carry on its business as now conducted and as presently proposed to be conducted; and and (c) is does not transact business or own or lease property in any state other than The Commonwealth of Massachusetts so as to require the Company to be qualified or licensed as a foreign corporation in all jurisdictions where such qualification is requiredany jurisdiction.

Appears in 1 contract

Samples: Note Agreement (Connecticut Water Service Inc / Ct)

Corporate Organization and Authority. Company The Company: (a) is a corporation duly organized, validly existing, existing and in good standing in its under the laws of the jurisdiction of its incorporation, ; (b) has the corporate power and authority to own and operate or lease its properties in the places where such business is now conducted and to carry on its business as now conducted and as proposed to be conducted; and and (c) is qualified as a foreign corporation there are no other states or jurisdictions in all jurisdictions where such qualification is requiredwhich the failure of the Company to qualify to transact business could reasonably be expected to materially adversely affect the business, financial condition, operations or prospects of the Company.

Appears in 1 contract

Samples: Subscription Agreement (National Wireless Holdings Inc)

Corporate Organization and Authority. The Company (ai) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (bii) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (ciii) is qualified as a foreign corporation in all jurisdictions where such qualification is requiredrequired and where failure to be so qualified would have a material adverse effect on the operations, business, condition (financial or otherwise) or properties of the Company.

Appears in 1 contract

Samples: Warrant Agreement (Rsa Security Inc/De/)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required, except where the failure to be so qualified could not reasonably be expected to have a material adverse effect.

Appears in 1 contract

Samples: Warrant Agreement (BIND Therapeutics, Inc)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required, except where failure to so qualify would not reasonably be expected to have a material adverse effect on Company and its subsidiaries, taken as a whole.

Appears in 1 contract

Samples: Warrant Agreement (XOMA Corp)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required, except where the failure to so qualify would not have a material adverse effect on the Company’s business.

Appears in 1 contract

Samples: Warrant Agreement (Chimerix Inc)

Corporate Organization and Authority. Company The Company: (a) is a corporation duly organized, organized and validly existing, and in good standing in its jurisdiction existing under the laws of incorporation, the State of Washington; (b) has the corporate power and corporate authority to own and operate its properties and to carry on its business as now conducted and as currently proposed to be conducted; and and (c) is qualified as a foreign corporation in all jurisdictions where in which such qualification is required, other than those jurisdictions in which its failure to so qualify would not constitute a Material Adverse Event.

Appears in 1 contract

Samples: Series a Preferred Stock and Warrant Purchase Agreement (Seattle Filmworks Inc)

Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required, except where failure to be qualified would not have a material adverse effect on the Company.

Appears in 1 contract

Samples: Warrant Agreement (Amicus Therapeutics Inc)

Corporate Organization and Authority. Company The Company: (a) is a corporation duly organized, validly existing, existing and in good standing in its under the laws of the jurisdiction of its incorporation, ; (b) has the corporate power and authority to own and operate or lease its properties as and in the places where such business is now conducted and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required.now

Appears in 1 contract

Samples: Subscription Agreement (National Wireless Holdings Inc)

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