Common use of Due Incorporation Clause in Contracts

Due Incorporation. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

Appears in 21 contracts

Samples: Placement Agency Agreement (Depomed Inc), Underwriting Agreement (St Paul Companies Inc /Mn/), Underwriting Agreement (TTM Technologies Inc)

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Due Incorporation. The Company has been is a corporation duly incorporatedorganized, is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation, incorporation and has the requisite corporate power and authority to own its property properties and to conduct carry on its business as described in the Prospectus and now being conducted. The Company is duly qualified as a foreign corporation to transact do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing qualify would not have a material adverse effect on the Company and its subsidiariesbusiness, taken as a wholeoperations or financial condition of the Company.

Appears in 14 contracts

Samples: Contribution Agreement (Trxade Group, Inc.), Subscription Agreement (Trxade Group, Inc.), Purchase and Sale Agreement (Principal Solar, Inc.)

Due Incorporation. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a wholeCompany.

Appears in 7 contracts

Samples: Underwriting Agreement (Orasure Technologies Inc), Underwriting Agreement (Vitaminshoppe Com Inc), Underwriting Agreement (Cruel World Inc)

Due Incorporation. The Company has been is a corporation duly incorporatedorganized, is ------------------ validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation, incorporation and has the requisite corporate power and authority to own its property properties and to conduct carry on its business as described in the Prospectus and now being conducted. The Company is duly qualified as a foreign corporation to transact do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing qualify would not have a material adverse effect on the Company and its subsidiariesbusiness, taken as a wholeoperations or financial condition of the Company.

Appears in 6 contracts

Samples: Subscription Agreement (Procera Networks Inc), Subscription Agreement (Procera Networks Inc), Subscription Agreement (Procera Networks Inc)

Due Incorporation. The Company has been is a corporation duly incorporated, is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation, incorporation and has the requisite corporate power and authority to own its property properties and to conduct carry on its business as described in the Prospectus and presently conducted. The Company is duly qualified as a foreign corporation to transact do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing qualify would not have a material adverse effect on the Company and its subsidiaries, taken as a wholeMaterial Adverse Effect.

Appears in 5 contracts

Samples: Note Settlement Agreement, Settlement Agreement (Lka International Inc /De/), Settlement Agreement (Lka International Inc /De/)

Due Incorporation. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own own, lease and operate its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership ownership, leasing or leasing operation of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have have, individually or in the aggregate, a material adverse effect on the Company and its subsidiaries, taken as a whole.

Appears in 2 contracts

Samples: Underwriting Agreement (Phase Forward Inc), Underwriting Agreement (Phase Forward Inc)

Due Incorporation. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus each Offering Circular and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

Appears in 1 contract

Samples: Purchase Agreement (Casual Male Retail Group Inc)

Due Incorporation. The Company has been duly incorporated, is validly existing exists as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that where the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

Appears in 1 contract

Samples: Underwriting Agreement (Harvard Bioscience Inc)

Due Incorporation. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a wholewhole (a “Material Adverse Effect”).

Appears in 1 contract

Samples: Sales Agency Agreement (Iridium Communications Inc.)

Due Incorporation. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction State of its incorporationIsrael, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a wholewhole (a “Material Adverse Effect”).

Appears in 1 contract

Samples: Underwriting Agreement (Scopus Video Networks Ltd.)

Due Incorporation. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction State of its incorporationDelaware, has the corporate power and authority to own or lease its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a wholeCompany.

Appears in 1 contract

Samples: Sales Agreement (IVERIC Bio, Inc.)

Due Incorporation. The Company has been duly incorporated, incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a wholeCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Merix Corp)

Due Incorporation. The Company has been duly incorporated, is validly ----------------- existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

Appears in 1 contract

Samples: Underwriting Agreement (Peets Coffee & Tea Inc)

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Due Incorporation. The Each of the Company and its subsidiaries has been duly incorporated, incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the in which it is chartered or organized with full corporate power and authority to own its property or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus Disclosure Package and the Final Prospectus, and is duly qualified to transact do business as a foreign corporation and is in good standing in under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

Appears in 1 contract

Samples: Underwriting Agreement (Ampio Pharmaceuticals, Inc.)

Due Incorporation. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

Appears in 1 contract

Samples: Underwriting Agreement (Emerge Interactive Inc)

Due Incorporation. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiariesCompany, taken as a whole.

Appears in 1 contract

Samples: Underwriting Agreement (Corcept Therapeutics Inc)

Due Incorporation. The Company has been duly incorporated, ----------------- is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a wholeCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Rainmaker Systems Inc)

Due Incorporation. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

Appears in 1 contract

Samples: Underwriting Agreement (Centene Corp)

Due Incorporation. The Company has been duly incorporated, is ----------------- validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

Appears in 1 contract

Samples: Underwriting Agreement (Z Tel Technologies Inc)

Due Incorporation. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a wholeCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Vitaminshoppe Com Inc)

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