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; 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. (b) The Company does not have any Subsidiaries. The Company does not own any capital stock of, or any equity interest of, or any equity interest of any nature in, any other Entity. The Company has not agreed to nor is it obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
Appears in 2 contracts
Samples: Merger Agreement (Trius Therapeutics Inc), Merger Agreement (Cubist Pharmaceuticals Inc)
Due Organization; Subsidiaries; Etc. (a) The Company is an Entity a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization 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.
(b) The Company does not have has never had any Subsidiaries. .
(c) The Company does not own any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity. The Company has not agreed to nor and is it not obligated to make, or and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
Appears in 1 contract
Samples: Merger Agreement (Synthorx, 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; 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.
(b) The Company does not have any Subsidiaries. The Company does not own any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity. The Company has not agreed to nor and is it not obligated to make, or and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
Appears in 1 contract
Samples: Merger Agreement (Senomyx Inc)