Common use of Due Incorporation, Good Standing and Due Qualification of the Company Clause in Contracts

Due Incorporation, Good Standing and Due Qualification of the Company. The Company is a corporation duly incorporated and validly existing under the laws of the State of Tennessee with corporate power and authority to own its properties and to conduct its business as described in the Prospectus; the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure to so qualify or be in good standing would not reasonably be expected to result in a material adverse change in the condition (financial or otherwise) or in the earnings, results of operations or business prospects of the Company and its subsidiaries considered as one enterprise or on the power or ability of the Company to perform its obligations under the Program Documents to which the Company is a party or to consummate the transactions to be performed by the Company as contemplated in the Prospectus (a "Company Material Adverse Effect"); all of the issued and outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company were issued in violation of preemptive or other similar rights of any securityholder of the Company.

Appears in 7 contracts

Samples: License Agreement (Protective Life Insurance Co), License Agreement (Protective Life Insurance Co), License Agreement (Protective Life Insurance Co)

AutoNDA by SimpleDocs

Due Incorporation, Good Standing and Due Qualification of the Company. The Company is a corporation duly incorporated and validly existing under the laws of the State of Tennessee with corporate power and authority to own own, its properties and to conduct its business as described in the Prospectus; the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure to so qualify or be in good standing would not reasonably be expected to result in a material adverse change in the condition (financial or otherwise) or in the earnings, results of operations or business prospects of the Company and its subsidiaries considered as one enterprise or on the power or ability of the Company to perform its obligations under the Program Documents to which the Company is a party or to consummate the transactions to be performed by the Company as contemplated in the Prospectus (a "Company Material Adverse Effect"); all of the issued and outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company were issued in violation of preemptive or other similar rights of any securityholder of the Company.

Appears in 4 contracts

Samples: License Agreement (Protective Life Insurance Co), Distribution Agreement (Protective Life Insurance Co), Administration Agreement (Protective Life Insurance Co)

Due Incorporation, Good Standing and Due Qualification of the Company. The Company is a corporation duly incorporated and validly existing under the laws of the State of Tennessee with corporate power and authority to own own, its properties and to conduct its business as described in the Time of Sale Prospectus; the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure to so qualify or be in good standing would not reasonably be expected to result in a material adverse change in the condition (financial or otherwise) or in the earnings, results of operations or business prospects of the Company and its subsidiaries considered as one enterprise or on the power or ability of the Company to perform its obligations under the Program Documents to which the Company is a party or to consummate the transactions to be performed by the Company as contemplated in the Time of Sale Prospectus (a "Company Material Adverse Effect"); all of the issued and outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company were issued in violation of preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Standard Distribution Agreement Terms (Protective Life Insurance Co)

Due Incorporation, Good Standing and Due Qualification of the Company. The Company is a corporation duly incorporated and validly existing under the laws of the State of Tennessee with corporate power and authority to own its properties and to conduct its business as described in the Prospectus; the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure to so qualify or be in good standing would not reasonably be expected to result in a material adverse change in the condition (financial or otherwise) or in the earnings, results of operations or business prospects of the Company and its subsidiaries considered as one enterprise or on the power or ability of the Company to perform its obligations under the Program Documents to which the Company is a party or to consummate the transactions to be performed by the Company as contemplated in the Prospectus (a "Company Material Adverse Effect"); all of the issued and outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company were issued in violation of preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: License Agreement (Protective Life Secured Trust 2003-1)

AutoNDA by SimpleDocs

Due Incorporation, Good Standing and Due Qualification of the Company. The Company is a corporation duly incorporated and validly existing under the laws of the State of Tennessee with corporate power and authority to own its properties and to conduct its business as described in the Time of Sale Prospectus; the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure to so qualify or be in good standing would not reasonably be expected to result in a material adverse change in the condition (financial or otherwise) or in the earnings, results of operations or business prospects of the Company and its subsidiaries considered as one enterprise or on the power or ability of the Company to perform its obligations under the Program Documents to which the Company is a party or to consummate the transactions to be performed by the Company as contemplated in the Time of Sale Prospectus (a "Company Material Adverse Effect"); all of the issued and outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company were issued in violation of preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: Selling Agent Agreement (Protective Life Insurance Co)

Due Incorporation, Good Standing and Due Qualification of the Company. The Company is a corporation duly incorporated and validly existing under the laws of the State of Tennessee with corporate power and authority to own own, its properties and to conduct its business as described in the Prospectus; the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure to so qualify or be in good standing would not reasonably be expected to result in a material adverse change in the condition (financial or otherwise) or in the earnings, results of operations or business prospects of the Company and its subsidiaries considered as one enterprise or on the power or ability of the Company to perform its obligations under the Program Documents to which the Company is a party or to consummate the transactions to be performed by the Company as contemplated in the Prospectus (a "Company Material Adverse Effect"); all of the issued and outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company were issued in violation of preemptive or other similar rights of any securityholder of the Company.

Appears in 1 contract

Samples: License Agreement (Protective Life Secured Trust 2003-1)

Time is Money Join Law Insider Premium to draft better contracts faster.