Corporate Organization; Related Entities. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted. Schedule 4.1(a) lists, and the Company is duly qualified as a foreign corporation to do business and is in good standing in, every jurisdiction where the character of the Company's properties (owned or leased) or the nature of its activities makes such qualification necessary, except for failures, if any, to be so qualified which would not in the aggregate have a Company Material Adverse Effect (as hereinafter defined).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Uici), Agreement and Plan of Merger (Healthplan Services Corp), Agreement and Plan of Merger (Healthplan Services Corp)
