Common use of Corporate Organization of the Company Clause in Contracts

Corporate Organization of the Company. (a) The Company has been duly incorporated, is validly existing and in good standing under the Laws of the State of Delaware and has the requisite power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted. The certificate of incorporation and by-laws of the Company previously made available by the Company to Acquiror are true, correct and complete and are in effect as of the date of this Agreement. (b) The Company is licensed or duly qualified and in good standing as a foreign company in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, except where the failure to be so licensed or qualified has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 7 contracts

Samples: Merger Agreement (North Mountain Merger Corp.), Agreement and Plan of Merger (Ventoux CCM Acquisition Corp.), Merger Agreement (Desktop Metal, Inc.)

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Corporate Organization of the Company. (a) The Company has been duly incorporated, incorporated and is validly existing and in good standing as a corporation under the Laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted. The copies of the certificate of incorporation and by-laws bylaws of the Company previously made available by the Company to Acquiror are true, correct and complete and are in effect as of the date of this Agreement. (b) The Company is licensed or duly qualified and in good standing as a foreign company corporation in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, except where the failure to be so licensed or qualified has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Merger Agreement (American Battery Materials, Inc.), Merger Agreement (Seaport Global Acquisition II Corp.), Merger Agreement (RMG Acquisition Corp.)

Corporate Organization of the Company. (a) The Company has been duly incorporated, is validly existing and in good standing under the Laws of the State of Delaware and has the requisite corporate entity power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted. The certificate Company Certificate of incorporation Incorporation and by-laws bylaws of the Company previously made available by the Company to Acquiror Holicity are true, correct and complete and are in effect as of the date of this Agreement. (b) The Company is licensed or duly qualified and in good standing as a foreign company in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, except where the failure to be so licensed or qualified has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Business Combination Agreement (Holicity Inc.)

Corporate Organization of the Company. (a) The Company has been is an entity duly incorporated, is validly existing and in good standing under the Laws laws of the State of Delaware Cayman Islands and has the requisite organizational power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted. The certificate of incorporation and by-laws copies of the Company Articles and the Company’s memorandum of association (or similar governing documents) previously made available by the Company to Acquiror are true, correct and complete and are in effect as of the date of this Agreement. (b) The Company is licensed or duly qualified and in good standing as a foreign company in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, except where the failure to be so licensed or qualified has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Property Solutions Acquisition Corp.)

Corporate Organization of the Company. (a) The Company has been duly incorporated, incorporated and is validly existing and as a corporation in good standing under the Laws of the State of Delaware New York and has the requisite corporate power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted. . (b) The copies of the certificate of incorporation formation and by-laws bylaws of the Company previously made available by the Company to Acquiror are true, correct and complete and are in effect as of the date of this Agreement. (bc) The Company is duly licensed or duly qualified and in good standing as a foreign company corporation in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, except where the failure to be so licensed or qualified has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Capitol Acquisition Corp. II)

Corporate Organization of the Company. (a) The Company has been duly incorporated, incorporated and is validly existing and as a corporation in good standing under the Laws of the State of Delaware and has the requisite corporate power and authority to own, own or lease and operate its assets and properties and to conduct its business as it is now being conducted. . (b) The copies of the certificate of incorporation and by-laws bylaws of the Company previously made available by the Company to Acquiror Buyer or its representatives are true, correct true and complete and are in effect as of the date of this Agreement. (b) complete. The Company is duly licensed or duly qualified to do business and (where applicable) is in good standing as a foreign company corporation in each jurisdiction in which the ownership of its 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 has not had and would not, individually or in the aggregate, good standing would not reasonably be expected to have a Material Adverse EffectEffect on the Company.

Appears in 1 contract

Samples: Merger Agreement (PPD, Inc.)

Corporate Organization of the Company. (a) The Company has been duly incorporated, is validly existing and in good standing under the Laws of the State of Delaware and has the requisite corporate entity power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted. The certificate Company Certificate of incorporation Incorporation and by-laws bylaws of the Company previously made available by the Company to Acquiror are true, correct and complete and are in effect as of the date of this Agreement. (b) The Company is licensed or duly qualified and in good standing as a foreign company in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, except where the failure to be so licensed or qualified has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Flying Eagle Acquisition Corp.)

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Corporate Organization of the Company. (a) The Company has been duly incorporated, incorporated and is validly existing and in good standing as a corporation under the Laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted. The certificate of incorporation and by-laws copies of the Company Certificate of Incorporation and Bylaws previously made available by the Company to Acquiror the Investor are true, correct and complete and are in effect as of the date of this Agreement. (b) The Company is licensed or duly qualified and in good standing as a foreign company corporation in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, except where the failure to be so licensed or qualified has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Nesco Holdings, Inc.)

Corporate Organization of the Company. (a) The Company has been duly incorporated, incorporated and is validly existing and in good standing as a private limited company under the Laws of the State Island of Delaware Jersey and has the requisite power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted. The certificate copies of incorporation the memorandum of association and by-laws articles of association of the Company previously made available by the Company to Acquiror are true, correct and complete and are in effect as of the date of this Agreement. (b) The Company is licensed or duly qualified and in good standing as a foreign company in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, except where the failure to be so licensed or qualified has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Churchill Capital Corp)

Corporate Organization of the Company. (a) The Company has been duly incorporated, is validly existing and in good standing under the Laws of the State of Delaware and has the requisite power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted. The certificate of incorporation and by-laws of the Company previously made available by the Company to Acquiror are true, correct and complete and are in effect as of the date of this Agreement. (b) The Company is licensed or duly qualified and in good standing as a foreign company in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, except where the failure to be so licensed or qualified has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Graf Acquisition Corp. IV)

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