Common use of Due Organization; No Subsidiaries; Etc Clause in Contracts

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)

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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

Samples: Stock Purchase Agreement (Javelin Systems 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 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

Samples: Agreement and Plan of Merger (Sbe 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 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

Samples: Asset Purchase Agreement (Media 100 Inc)

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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

Samples: Stock Purchase Agreement (Turcotte William Ii)

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

Samples: Agreement and Plan of Merger (Accrue Software 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: (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

Samples: Stock Purchase Agreement (Javelin Systems 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: (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: Asset Purchase Agreement (Sports Club Co Inc)

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

Samples: Agreement and Plan of Merger (Accrue Software 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 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)

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