Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws 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; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Antares Pharma, Inc.), Agreement and Plan of Merger (Halozyme Therapeutics, Inc.), Agreement and Plan of Merger (Antares Pharma, Inc.)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Legal Requirements of the State of Delaware and has all necessary the requisite corporate power and authority: (i) authority to conduct own, lease and operate all of its properties and assets and to carry on its business in the manner in which its business as it is currently now being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is duly qualified or licensed to do business as a foreign Entitycorporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business requires makes such qualification or licensinglicensing necessary, except where the failure to be so qualified, duly qualified or licensed or and in good standing does would not have and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intel Corp), Agreement and Plan of Merger (Altera Corp)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority: (i) authority necessary to conduct own, lease and operate all of the properties and assets that it purports to own, lease and operate and to carry on its business in the manner in which its business is currently being as now conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is duly licensed or qualified or licensed to do business as a foreign Entity, corporation and is in good standing, standing in each jurisdiction where the nature of its the business requires conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification or licensingnecessary, except for those jurisdictions where the failure to be so qualifiedlicensed, licensed qualified or in good standing does has not have had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Datawatch Corp), Agreement and Plan of Merger (Altair Engineering Inc.)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority: (i) authority necessary to conduct own or lease all of its properties and assets and to carry on its business in the manner in which its business is currently being as now conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is duly licensed or qualified or licensed to do business as a foreign Entity, corporation and is in good standing, standing in each jurisdiction where the nature of its the business requires conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification or licensingnecessary, except for those jurisdictions where the failure to be so qualifiedlicensed, licensed qualified or in good standing does has not have had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
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