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

Due Organization and Good Standing; Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease and operate its assets and to carry on its business as it is being conducted as of the date of this Agreement, except as, individually or in the aggregate, has not constituted or resulted in a Company Material Adverse Effect. The Company is duly qualified and has all necessary Governmental Authorizations to do business, and (where such concept is recognized under the laws of the jurisdiction in which it is organized) is in good standing, in each other jurisdiction where the nature of its business makes such qualification necessary, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not constituted or resulted in a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Metromile, Inc.), Agreement and Plan of Merger (Lemonade, Inc.)

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Due Organization and Good Standing; Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareUtah. The Company has the requisite corporate power and authority to own, lease and operate its assets and to carry on its business as it is being conducted as of the date of this Agreement, except as, individually or in the aggregate, has not constituted or resulted in had and would not reasonably be expected to have a Company Material Adverse Effect. The Company is duly qualified and has all necessary Governmental Authorizations to do business, and (where such concept is recognized under the laws Laws of the jurisdiction in which it is organizedapplicable jurisdictions) is in good standing, in each other jurisdiction where the nature of its business makes such qualification necessary, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not constituted or resulted in had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Superior Drilling Products, Inc.), Agreement and Plan of Merger (Drilling Tools International Corp)

Due Organization and Good Standing; Subsidiaries. (a) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of DelawareNevada. The Company has the requisite corporate power and authority to own, lease and operate its assets and to carry on its business as it is being conducted as of the date of this Agreement, except asas would not, individually or in the aggregate, has not constituted or resulted in reasonably be expected to have a Company Material Adverse Effect. The Company is duly qualified and has all necessary Governmental Authorizations to do business, and is in good standing (where such concept is recognized under the laws of the jurisdiction in which it is organized) is in good standing), in each other jurisdiction where the nature of its business makes such qualification necessary, except where the failure to be so qualified or in good standingstanding would not, individually or in the aggregate, has not constituted or resulted in reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (DISH Network CORP), Agreement and Plan of Merger (EchoStar CORP)

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Due Organization and Good Standing; Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease and operate its assets and to carry on its business as it is being conducted as of the date of this Agreement, except as, individually or in the aggregate, has not constituted or resulted in had and would not reasonably be expected to have a Company Material Adverse Effect. The Company is duly qualified and has all necessary Governmental Authorizations to do business, and (where such concept is recognized under the laws Laws of the jurisdiction in which it is organizedapplicable jurisdictions) is in good standing, in each other jurisdiction where the nature of its business makes such qualification necessary, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not constituted or resulted in had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bioventus Inc.)

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