Common use of Due Organization; Subsidiaries; Etc Clause in Contracts

Due Organization; Subsidiaries; Etc. (a) The Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of 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 Contracts by which it is bound. 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 3 contracts

Samples: Agreement and Plan of Merger (Websense Inc), Agreement and Plan of Merger (Lyris, Inc.), Agreement and Plan of Merger (Hot Topic Inc /Ca/)

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Due Organization; Subsidiaries; Etc. (a) The Company Each Acquired Corporation is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of 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 Contracts by which it is bound. The Company Each Acquired Corporation 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 1 contract

Samples: Agreement and Plan of Merger (Hastings Entertainment Inc)

Due Organization; Subsidiaries; Etc. (a) The Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of 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 properties and assets in the manner in which its such properties and assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. 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 has not have, had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Volcano Corp)

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Due Organization; Subsidiaries; Etc. (a) The Company (i) is an Entity a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction Commonwealth of its organization and Pennsylvania, (ii) has all necessary 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; used and (iii) to perform its obligations under all Contracts by which it is bound. The Company is duly qualified or licensed to do business as a foreign Entity, and is in good standingstanding (with respect to jurisdictions that recognize such concept), in each jurisdiction where the nature of its business or its ownership or leasing of its properties requires such qualification or licensing, except except, with respect to clause (iii), 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 1 contract

Samples: Agreement and Plan of Merger (Societal CDMO, Inc.)

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