Common use of Due Organization and Good Standing; Subsidiaries Clause in Contracts

Due Organization and Good Standing; Subsidiaries. (a) Each of the Acquired Companies (i) is a corporation or other Entity that is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of its jurisdiction of incorporation or organization, as applicable, (ii) has full corporate (or, in the case of any Subsidiary that is not a corporation, other similar requisite authority) power and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation or Entity and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except, with respect to clauses (ii) and (iii) above, where the failure to be so qualified or licensed would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Hill International, Inc.), Agreement and Plan of Merger (Hill International, Inc.), Agreement and Plan of Merger (Hill International, Inc.)

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Due Organization and Good Standing; Subsidiaries. (a) Each of the Acquired Companies (i) is a corporation or other Entity that is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws Law of its jurisdiction of incorporation or organization, as applicable, (ii) has full corporate (or, in the case of any Subsidiary that is not a corporation, other similar requisite authorityother) power and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation or Entity and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except, with respect to clauses (ii) and clause (iii) above), where the failure to be so qualified or licensed would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Franklin UK Bidco LTD), Agreement and Plan of Merger (Planet Payment Inc)

Due Organization and Good Standing; Subsidiaries. (a) Each of the Acquired Companies (i) is a corporation or other Entity that is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws Law of its jurisdiction of incorporation or organization, as applicable, (ii) has full corporate (or, in the case of any Subsidiary that is not a corporation, other similar requisite authorityother) power and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation or Entity and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except, with respect to clauses (ii) and clause (iii) above), where the failure to be so qualified or licensed would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies, taken as a Company Material Adverse Effectwhole.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Diversicare Healthcare Services, Inc.), Agreement and Plan of Merger (Leaf Group Ltd.)

Due Organization and Good Standing; Subsidiaries. (a) Each of the Acquired Companies (i) is a corporation or other Entity entity that is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws Law of its jurisdiction of incorporation or organization, as applicable, (ii) has full corporate (or, in the case of any Subsidiary that is not a corporation, other similar requisite authorityother) power and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation or Entity and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except, with respect to clauses (ii) and clause (iii) above), where the failure to be so qualified or licensed would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Amplify Snack Brands, INC), Agreement and Plan of Merger (Hershey Co)

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Due Organization and Good Standing; Subsidiaries. (a) Each of the Acquired Companies (ia) is a corporation or other Entity entity that is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws Law of its jurisdiction of incorporation or organization, as applicable, (iib) has full corporate (or, in the case of any Subsidiary that is not a corporation, other similar requisite authorityother) power and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted conducted, and (iiic) is duly qualified or licensed to do business as a foreign corporation or Entity and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except, with respect to clauses clause (ii) and (iii) abovec), where the failure to be so qualified or licensed has not had or would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Monogram Residential Trust, Inc.)

Due Organization and Good Standing; Subsidiaries. (a) Each of the Acquired Companies (i) is a corporation or other Entity entity that is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws Law of its jurisdiction of incorporation or organization, as applicable, (ii) has full corporate (or, in the case of any Subsidiary that is not a corporation, other similar requisite authorityother) power and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation or Entity other entity and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except, with respect to clauses (ii) and (iii) above), where the failure to be so qualified or licensed would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Juniper Pharmaceuticals Inc)

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