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

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 the Company’s only Subsidiary is CTI Life Sciences Deutschland GmbH, a limited liability company organized under the laws of Germany. Each Company Entity 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. Each Company Entity is qualified or licensed to do business as a foreign corporation, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where such failure does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cti Biopharma Corp), Agreement and Plan of Merger (Cti Biopharma Corp)

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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 the Company’s only Subsidiary is CTI Life Sciences Deutschland GmbH, a limited liability company organized under the laws of Germany. Each The Company Entity has all necessary corporate power and authority: 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, except where any failure of such power and authority would not reasonably be expected to have a Material Adverse Effect. Each The Company Entity is qualified or licensed to do business as a foreign corporationEntity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where such the failure to be so qualified, licensed or in good standing does not have, have and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Supernus Pharmaceuticals, Inc.), Agreement and Plan of Merger (Adamas Pharmaceuticals Inc)

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Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and, except as would not have, and would not reasonably be expected to have, a Material Adverse Effect, in good standing under the laws of the State of Delaware, and the Company’s only Subsidiary is CTI Life Sciences Deutschland GmbH, a limited liability company organized under the laws of Germany. Each Company Entity Acquired Corporation 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. Each Company Entity Acquired Corporation is duly qualified or licensed to do business as a foreign corporation, and is in good standing, standing in each jurisdiction where the nature of its business requires such qualification or licensing, except where such the failure does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Juno Therapeutics, Inc.), Agreement and Plan of Merger (Celgene Corp /De/)

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