Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of 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 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Broadsoft Inc), Packet Island Merger Agreement (Broadsoft Inc), Agreement and Plan of Merger (Cypress Bioscience Inc)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of 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 Company Contracts.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tufco Technologies Inc), Agreement and Plan of Merger and Reorganization (Diversa Corp), Agreement and Plan of Merger and Reorganization (Celunol Corp)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its organization 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.being
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enel Green Power North America, Inc.), Agreement and Plan of Merger (Enernoc Inc)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of 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 Company ContractsContracts by which it is bound.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Onyx Pharmaceuticals Inc), Agreement and Plan of Merger (Amgen Inc)
Due Organization; Subsidiaries; Etc. (a) Organization. The Company is a corporation has been duly organized, and is validly existing and in good standing standing, under the laws of the State of Delaware and Delaware. The Company has all necessary corporate or other organizational 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 to which it is a party or by which it is bound.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has all necessary power and authority: (i) authority to own, lease and operate its properties and 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 (Catalyst International Inc)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of 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 ContractsContracts by which it is bound.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of 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 own, lease and use its assets in the manner in which its assets are currently owned owned, leased and used; used and (iii) to perform its obligations under all Company Contracts, except where the failure to have such power and authority is not reasonably likely to result in a Material Adverse Effect.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business as it is currently now being conducted; (ii) to own or use the properties and use its assets in the manner in which its assets are currently owned and usedthat it purports to own or use; and (iii) to perform all its obligations under all the Company Contracts.
Appears in 1 contract
Samples: Stock Purchase Agreement (Aclaris Therapeutics, Inc.)
Due Organization; Subsidiaries; Etc. (a) 5.1.1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all necessary requisite corporate 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; and (iii) to perform its obligations under all Company Contracts.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate or other power and authority: (i) to conduct its business Business in the manner in which its business it is currently being conducted and as proposed to be 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 Contractsassets.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fluid Media Networks, Inc.)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of 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 1 contract
