Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.
Appears in 6 contracts
Samples: Merger Agreement (Geo Group Inc), Merger Agreement, Merger Agreement (Geo Group Inc)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization Delaware and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not prevent or materially delay consummation of the Transactions, or otherwise prevent Parent or Merger Sub from performing its material obligations under this Agreement.
Appears in 5 contracts
Samples: Merger Agreement (Sybase Inc), Merger Agreement (Sybase Inc), Merger Agreement (Extended Systems Inc)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, duly organized, validly existing and in good standing under the laws applicable Laws of the jurisdiction of its organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so validly existing and in good standing or to have such power and authority would not, individually or in the aggregate, prevent or materially delay the consummation of any of the Transactions.
Appears in 4 contracts
Samples: Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization Delaware and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not prevent or materially delay consummation of the Transactions, or otherwise prevent Parent or Merger Sub from performing their respective material obligations under this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Tippingpoint Technologies Inc), Merger Agreement (Tanox Inc), Merger Agreement (Genentech Inc)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, company duly organized, organized and validly existing and in good standing under the laws Laws of the its jurisdiction of its organization and has the requisite corporate power and authority and all necessary governmental approvals to own, lease lease, and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized or existing or to have such power and authority would not, individually or in the aggregate, prevent or materially delay consummation of the Transactions or otherwise prevent Parent and Merger Sub from performing any of their material obligations under this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (NCR Corp), Merger Agreement (Retalix LTD), Merger Agreement (Retalix LTD)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization Delaware and the State of Nebraska, respectively, and has the requisite corporate power and authority and to own or lease all necessary governmental approvals to own, lease and operate of its properties and assets and to carry on its business as it is now being conducted.
Appears in 3 contracts
Samples: Merger Agreement (Isco Inc), Merger Agreement (Isco Inc), Merger Agreement (Teledyne Technologies Inc)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power authority and governmental approvals would not, individually or in the aggregate, prevent or materially delay consummation of the Merger or otherwise prevent or materially delay either Parent or Merger Sub from performing its obligations under this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc), Merger Agreement (Aeroflex Inc)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not prevent or materially delay consummation of the Transactions, or otherwise prevent Parent or Merger Sub from performing its material obligations under this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Digital Island Inc), Merger Agreement (Cable & Wireless PLC)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so validly existing and in good standing or to have such power and authority would not, individually or in the aggregate, prevent or materially delay the consummation of any of the Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Axonics, Inc.), Merger Agreement (Boston Scientific Corp)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so existing or in good standing or to have such power and authority would not, individually or in the aggregate, prevent or materially delay the consummation of the Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Apollo Endosurgery, Inc.), Merger Agreement (Apollo Endosurgery, Inc.)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organizedincorporated, validly existing and and, to the extent applicable, in good standing under the laws Laws of the jurisdiction of its organization incorporation and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of each of Parent and Merger Sub to perform its obligations under this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Pfizer Inc), Merger Agreement (Esperion Therapeutics Inc/Mi)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, prevent or delay consummation of the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Natus Medical Inc), Merger Agreement (Clearone Communications Inc)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.
Appears in 2 contracts
Samples: Merger Agreement (Athenahealth Inc), Merger Agreement (Epocrates Inc)
Corporate Organization. (a) Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.incorporation. Parent and
Appears in 1 contract
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction its state of its organization incorporation. Each of Parent and Merger Sub has the requisite corporate power and authority and to own or lease all necessary governmental approvals to own, lease and operate of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary.
Appears in 1 contract
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conductedincorporation.
Appears in 1 contract
Samples: Merger Agreement (Allergan Inc)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization incorporation and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.
Appears in 1 contract
Samples: Merger Agreement (Ddi Corp)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conductedorganization.
Appears in 1 contract
Samples: Voting and Support Agreement (Eye Care Centers of America Inc)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conductedincorporation.
Appears in 1 contract
Samples: Merger Agreement (Embrex Inc /Nc/)
Corporate Organization. (a) Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation. Parent and has the Merger Sub each have all requisite corporate power and authority and possesses all Permits necessary governmental approvals to enable it to own, lease and operate or otherwise hold its properties and assets and to carry on conduct its businesses as presently conducted. Parent and each of its Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business as it is now being conducted.or the ownership or leasing of its properties makes such qualification necessary. As used in this Agreement,
Appears in 1 contract
Samples: Merger Agreement (Glowpoint, Inc.)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite corporate or other entity power and authority and to own or lease all necessary governmental approvals to own, lease and operate of its properties and assets and to carry on its business as it is now being conducted.
Appears in 1 contract
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, validly existing and in good standing under the laws of the its respective jurisdiction of its organization incorporation and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.
Appears in 1 contract
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization incorporation and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so validly existing and in good standing or to have such power and authority would not, individually or in the aggregate, prevent or materially delay the consummation of any of the Transactions.
Appears in 1 contract
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the jurisdiction state of its organization incorporation and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.
Appears in 1 contract
Samples: Merger Agreement (Nuco2 Inc /Fl)
Corporate Organization. Each of Parent Parent, Intermediate Sub and Merger Sub is a corporation, in each case, an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction state of its organization and has the requisite limited liability company or corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.
Appears in 1 contract
Samples: Merger Agreement (Swank, Inc.)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it incorporation. Merger Sub is now being conducteda wholly owned subsidiary of Parent.
Appears in 1 contract
Samples: Merger Agreement (Good Guys Inc)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, organized and validly existing and in good standing under the laws Laws of the jurisdiction of its organization incorporation and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quintiles Transnational Corp)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, validly existing and and, to the extent applicable, in good standing or equivalent status under the laws of the jurisdiction of its organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conductedincorporation.
Appears in 1 contract
Samples: Merger Agreement (Resmed Inc)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.
Appears in 1 contract
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power or authority would not, individually or in the aggregate, prevent or materially delay consummation of the Merger or otherwise prevent or materially delay either Parent or Merger Sub from performing its obligations under this Agreement.
Appears in 1 contract
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization incorporation and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted. Parent and Merger Sub have heretofore made available to the Company complete and correct copies of their respective Certificates of Incorporation, By-laws or equivalent organizational documents, and each such instrument is in full force and effect.
Appears in 1 contract
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organizedincorporated, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws Laws of the jurisdiction of its organization incorporation and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted.
Appears in 1 contract
Samples: Merger Agreement (Arden Group Inc)
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, validly existing and in good standing under the laws of the its respective jurisdiction of its organization incorporation and has the requisite corporate power and authority and to own or lease all necessary governmental approvals to own, lease and operate of its properties and assets and to carry on its business as it is now being conducted.
Appears in 1 contract
Corporate Organization. Each of Parent and Merger Sub is a corporation, in each case, corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conductedincorporation.
Appears in 1 contract
Samples: Merger Agreement (Allergan Inc)