Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts.
Appears in 15 contracts
Samples: Agreement of Merger and Plan of Reorganization (Micronetics Inc), Escrow Agreement (Graphon Corp/De), Affiliate Agreement (Zitel Corp)
Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California Delaware and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Rogue Wave Software Inc /Or/), Agreement and Plan of Merger and Reorganization (Documentum Inc), Agreement and Plan of Merger (Sorrento Networks Corp)
Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all necessary with full corporate power and authority: authority to (i) to conduct its business in the manner in which its business it is currently now being conducted; , (ii) to own and use its assets in the manner in which its assets are currently now being owned and used; used and (iii) to perform its obligations under all Company Contracts.its
Appears in 2 contracts
Samples: Employment Agreement (Ipl Systems Inc), Escrow Agreement (Andataco)
Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California Pennsylvania and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Women Com Networks Inc), Agreement and Plan of Merger and Reorganization (Qualcomm Inc/De)
Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company ContractsContracts except where the failure to have such power and authority would not have a Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Messagemedia Inc), Voting Agreement (Softbank Holdings Inc Et Al)
Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California Pennsylvania and has all necessary power and authority: (i) authority to conduct its business in the manner in which its business is currently being conducted; (ii) conducted and to own and use its assets in the manner in which its assets are currently owned and used; used and (iii) to perform its obligations under all Company Contracts.
Appears in 1 contract
Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and is currently proposed to be conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; used and (iii) to perform its obligations under all Company Contracts.
Appears in 1 contract
Samples: Escrow Agreement (Ask Jeeves Inc)
Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California North Carolina and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts.
Appears in 1 contract
Samples: Agreement and Plan of Merger And (Rogue Wave Software Inc /Or/)
Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing is active status under the laws of the State of California Wisconsin and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Aurora Biosciences Corp)
Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of California Oregon and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts.
Appears in 1 contract
Samples: Agreement and Plan of Merger And (Invision Technologies Inc)
Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all necessary power and authority: authority (except where the failure to have such corporate power and authority would not have a Material Adverse Effect): (i) to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under this Agreement and all Company Material Contracts.
Appears in 1 contract
Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California Washington and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Quokka Sports Inc)
Due Organization; No Subsidiaries; Etc. (a) (i) The Company Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all necessary power and authority: (iA) to conduct its business in the manner in which its business is currently being conducted; (iiB) to own and use its assets in the manner in which its assets are currently owned and used; and (iiiC) to perform its obligations under all Company Contracts.
Appears in 1 contract
Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California Alabama and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Messagemedia Inc)
Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California Illinois and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company ContractsContracts by which it is bound.
Appears in 1 contract
Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of California and has all necessary corporate power and authorityauthority to: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts.
Appears in 1 contract
Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all necessary power and authority: (i) authority to conduct its business in the manner in which its business is currently being conducted; (ii) conducted and to own and use its assets in the manner in which its assets are currently owned and used; used and (iii) to perform its obligations under all Company Contracts.
Appears in 1 contract
Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts.:
Appears in 1 contract
Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of California Washington and has all necessary corporate power and authorityauthority to: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts.
Appears in 1 contract
Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California Utah and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; conducted and (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Medibuy Com Inc)
Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California Colorado and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company ContractsContracts by which it is bound.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Caere Corp)