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 Delaware. The Company has all necessary corporate 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 Material Contracts.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Poseida Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Poseida Therapeutics, 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 Delaware. The Company Delaware and has all necessary corporate power and authorityauthority and all necessary governmental approvals: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own own, lease and use its assets in the manner in which its assets are currently owned owned, leased and used; and (iii) to perform its obligations under all Material Company Contracts.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And, Agreement and Plan of Merger And (Cavium, 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 Delaware. The Company Indiana and has all necessary corporate 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 Material Company Contracts.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Patient Infosystems 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 Commonwealth of Delaware. The Company Pennsylvania 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 Material Company Contracts.
Appears in 1 contract
Samples: Voting Agreement (Acuson Corp)
Due Organization; No Subsidiaries; Etc. (a) Organization. The Company is a corporation has been duly organized, and is validly existing and in good standing under the laws of the State of Delaware. The Company has all necessary the requisite corporate 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 material obligations under all Company Material ContractsContracts and Content Agreements.
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 Delaware. The Company Subsidiary is a private limited liability company duly organized, validly existing under the laws of Israel. Each of the Acquired Companies has all necessary corporate 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 Material Acquired Company Contracts.
Appears in 1 contract
Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and has all necessary corporate limited liability company 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 Material ContractsContracts (as defined in Section 2.11(a)).
Appears in 1 contract
Due Organization; No Subsidiaries; Etc. (a) The As of the Effective Date, the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company 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; (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 Material 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 Delaware. The Company 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; 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 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 Delaware. The Company 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; (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 Material Contracts.to
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Terayon Communication Systems)