Due Organization; Subsidiaries. (a) Each of Parent, First Merger Sub and Second Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being 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 their respective date of incorporation, no Merger Sub has engaged in any activities other than activities incident to its formation or in connection with or as contemplated by this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Spyre Therapeutics, Inc.), Agreement and Plan of Merger (Aeglea BioTherapeutics, Inc.), Agreement and Plan of Merger (Baudax Bio, Inc.)
Due Organization; Subsidiaries. (a) Each of Parent, First Merger Sub Parent and Second Merger Sub its Subsidiaries is a corporation or other legal entity duly incorporatedincorporated or otherwise organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation, incorporation or organization and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being 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; used and (iii) to perform its obligations under all Contracts by which it is bound. Since their respective the date of its incorporation, no 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 (Aduro Biotech, Inc.)