Due Organization; Subsidiaries. (a) Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used. Since the date of its incorporation, Merger Sub has not engaged in any activities other than activities incident to its formation or in connection with or as contemplated by this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (NTN Buzztime Inc), Agreement and Plan of Merger and Reorganization (BioPharmX Corp), Agreement and Plan of Merger (Versartis, Inc.)
Due Organization; Subsidiaries. (a) Each of Parent and Merger Sub is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Delaware. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has all necessary corporate power and authority authority: (a) to conduct its business in the manner in which its business is currently being conducted and conducted; (b) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used. Since the date of ; and (c) to perform its incorporation, Merger Sub has not engaged in any activities other than activities incident to its formation or in connection with or as contemplated obligations under all Contracts by this Agreementwhich it is bound.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ashford Com Inc), Agreement and Plan of Merger and Reorganization (Global Sports Inc), Agreement and Plan of Merger and Reorganization (Global Sports Inc)
Due Organization; Subsidiaries. (a) Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware and has all necessary corporate power and authority authority: (i) to conduct its business in the manner in which its business is currently being conducted and conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. Since the date of its incorporation, Merger Sub has not engaged in any activities other than activities incident to its formation or in connection with or as contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Conatus Pharmaceuticals Inc.)