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

Due Organization and Good Standing; Subsidiaries. (A) Each of the Company and the Company Subsidiaries is a corporation duly organized, validly existing and (where such concept is recognized under the laws of the jurisdiction in which it is incorporated) in good standing under the laws of the jurisdiction in which it is incorporated, and has all requisite corporate power and authority necessary to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company and each of the Company Subsidiaries is duly qualified or licensed to do business and is in good standing in each state in which the nature of the business conducted by it makes such qualification or license necessary, except where the failure to be so qualified does not have a Company Material Adverse Effect.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Inverness Medical Innovations Inc), Agreement and Plan of Merger (Inverness Medical Innovations Inc), Agreement and Plan of Merger (Inverness Medical Innovations Inc)

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Due Organization and Good Standing; Subsidiaries. (Aa) Each of the Company and the Company Subsidiaries is a corporation duly organized, validly existing and (where such concept is recognized under the laws of the jurisdiction in which it is incorporated) in good standing under the laws of the jurisdiction in which it is incorporated, and has all requisite corporate power and authority necessary to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company and each of the Company Subsidiaries is duly qualified or licensed to do business and is in good standing in each state in which the nature of the business conducted by it makes such qualification or license necessary, except where the failure to be so qualified does not have a Company Material Adverse Effect.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Beckman Coulter Inc), Agreement and Plan of Merger (Biosite Inc), Agreement and Plan of Merger (Biosite Inc)

Due Organization and Good Standing; Subsidiaries. (Aa) Each of the The Company and the Company each of its Subsidiaries is a corporation or Gesellschaft mit beschränkter Haftung (“G.m.b.H”), duly organized, organized and validly existing and (where such concept is recognized under the laws of the jurisdiction in which it is incorporated) in good standing under the laws of the jurisdiction in which it is incorporatedorganized, and has all requisite corporate power and authority necessary to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company and each of the Company its Subsidiaries is duly qualified or licensed to do business and is in good standing in each state jurisdiction in which the nature of the business conducted by it makes such qualification or license necessary, except where the failure to be so qualified does would not have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Simtek Corp), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)

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Due Organization and Good Standing; Subsidiaries. (Aa) Each of the Company and the Company its Subsidiaries is a corporation corporation, partnership or limited liability company duly organized, validly existing and (where such concept is recognized under the laws of the jurisdiction in which it is incorporated) in good standing under the laws of their respective jurisdictions of organization and, except for certain non-operating Subsidiaries of the jurisdiction in which it is incorporatedCompany, and has all requisite corporate power and authority necessary to own, lease and or operate all of its properties and assets and to carry on its business as it is now being conducted. The Company and each of the Company its Subsidiaries is duly qualified or licensed to do business and is in good standing in each state in which the nature of the business conducted by it makes such qualification or license necessary, except where the failure to be so qualified does qualified, individually or in the aggregate, would not have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Acer Inc), Agreement and Plan of Merger (Gateway Inc)

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