Common use of Corporate Organization of the Company Clause in Contracts

Corporate Organization of the Company. (a) The Company has been duly organized and is validly existing as a corporation in good standing under the Laws of the State of Delaware and has all requisite corporate or similar organizational power and authority to own or lease its properties and to conduct its business as it is now being conducted. (b) A true and complete copy of the certificate of incorporation, certified by the Secretary of State of the State of Delaware, and a true and correct copy of the bylaws of the Company have been made available by the Company to Tuatara and each is in full force and effect and the Company is not in violation of any of the provisions thereof. (c) The Company is duly licensed or qualified and, where applicable, in good standing as a foreign corporation in each jurisdiction in which the ownership or lease of its property or the character of its activities is such as to require it to be so licensed, qualified or in good standing, as applicable, except where the failure to be so licensed or qualified would not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Tuatara Capital Acquisition Corp), Agreement and Plan of Merger (Tuatara Capital Acquisition Corp), Merger Agreement (Tuatara Capital Acquisition Corp)

AutoNDA by SimpleDocs

Corporate Organization of the Company. (a) The Company has been duly organized and is validly existing as a corporation limited liability company in good standing under the Laws of the State of Delaware and has all requisite corporate or similar organizational the limited liability company power and authority to own or lease its properties and to conduct its business as it is now being conducted. (b) A true and complete copy of the certificate of incorporationformation, certified by the Secretary of State of the State of Delaware, and a true and correct copy of the bylaws operating agreement of the Company have been made available by the Company to Tuatara HTP and each is in full force and effect and the Company is not in violation of any of the provisions thereof. (c) The Company is duly licensed or qualified and, where applicable, in good standing as a foreign corporation in each jurisdiction in which the ownership or lease of its property or the character of its activities is such as to require it to be so licensed, qualified or in good standing, as applicable, except where the failure to be so licensed or qualified would not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Highland Transcend Partners I Corp.), Merger Agreement (Highland Transcend Partners I Corp.)

Corporate Organization of the Company. (a) The Company has been duly organized and incorporated, is validly existing as a corporation and is in good standing under the Laws of the State of Delaware and has all requisite the corporate or similar organizational power and authority to own or own, operate and lease its properties properties, rights and assets and to conduct its business as it is now being conducted. (b) A true and complete copy . The copies of the certificate of incorporation, incorporation of the Company certified by the Secretary of State of the State of DelawareDelaware and the bylaws, and a true and correct copy of as in effect on the bylaws of the Company have been date hereof, previously made available by the Company to Tuatara Acquiror are (i) true, correct and each is complete (ii) in full force and effect effect, and (iii) have not been amended in any respect from the Company is not in violation of any of the provisions thereof. (c) copies made available to Acquiror. The Company is duly licensed or qualified and, where applicable, to do business and in good standing as a foreign corporation entity in each jurisdiction in which the ownership or lease of its property or the character of its activities is such as to require it to be so licensed, qualified licensed or in good standing, as applicablequalified, except where the failure to be so licensed or qualified has not had, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. The Company is not in violation of any of the provisions of its certificate of incorporation or bylaws.

Appears in 1 contract

Samples: Merger Agreement (Tailwind Two Acquisition Corp.)

Corporate Organization of the Company. (a) The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the Laws of the State of Delaware and has all requisite the corporate or similar organizational power and authority to own or lease its properties and to conduct its business as it is now being conducted. (b) A true and complete copy of the certificate of incorporation, certified by the Secretary of State of the State of Delaware, and a true and correct copy of the bylaws of the Company have been made available by the Company to Tuatara LIVK and each is in full force and effect and the Company is not in violation of any of the provisions thereof. (c) The Company is duly licensed or qualified and, where applicable, in good standing as a foreign corporation in each jurisdiction in which the ownership or lease of its property or the character of its activities is such as to require it to be so licensed, qualified or in good standing, as applicable, except where the failure to be so licensed or qualified would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (LIV Capital Acquisition Corp.)

AutoNDA by SimpleDocs

Corporate Organization of the Company. (a) The Company has been duly organized and incorporated, is validly existing as a corporation and is in good standing under the Laws of the State of Delaware and has all requisite the corporate or similar organizational power and authority to own or own, operate and lease its properties properties, rights and assets and to conduct its business as it is now being conducted. (b) A true and complete copy . The copies of the certificate of incorporation, incorporation of the Company certified by the Secretary of State of the State of DelawareDelaware and the bylaws, and a true and correct copy of as in effect on the bylaws of the Company have been date hereof, previously made available by the Company to Tuatara Acquiror are (i) true, correct and each is complete, (ii) in full force and effect effect, and (iii) have not been amended in any respect from the Company is not in violation of any of the provisions thereof. (c) copies made available to Acquiror. The Company is duly licensed or qualified and, where applicable, and in good standing as a foreign corporation entity in each jurisdiction in which the ownership or lease of its property or the character of its activities is such as to require it to be so licensed, qualified licensed or in good standing, as applicablequalified, except where the failure to be so licensed or qualified has not had, and would not reasonably be expected to have have, a Material Adverse Effect. The Company is not in violation of any provisions of its certificate of incorporation or bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Power & Digital Infrastructure Acquisition Corp.)

Corporate Organization of the Company. (a) The Company has been duly organized and is validly existing as a corporation limited liability company in good standing under the Laws of the State of Delaware and has all requisite corporate or similar organizational the limited liability company power and authority to own or lease its properties and to conduct its business as it is now being conducted. (b) A true and complete copy of the certificate of incorporationformation, certified by the Secretary of State of the State of Delaware, and a true and correct copy of the bylaws operating agreement of the Company have been made available by the Company to Tuatara Silver Spike and each is in full force and effect and the Company is not in violation of any of the provisions thereof. (c) The Company is duly licensed or qualified and, where applicable, in good standing as a foreign corporation in each jurisdiction in which the ownership or lease of its property or the character of its activities is such as to require it to be so licensed, qualified or in good standing, as applicable, except where the failure to be so licensed or qualified would not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Silver Spike Acquisition Corp.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!