Due Organization. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the state of its formation and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 10 contracts
Samples: Warrant Agreement (Dragonfly Energy Holdings Corp.), Warrant Agreement (Luxurban Hotels Inc.), Warrant Agreement (Dragonfly Energy Holdings Corp.)
Due Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the state jurisdiction of its formation and organization, has all requisite corporate power and authority to own, lease and operate its properties, to carry on its business as now currently being conducted. The Company is duly qualified , to transact business enter into this Subscription Agreement and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on perform its business or propertiesobligations hereunder.
Appears in 5 contracts
Samples: Revolving Secured Line of Credit Agreement (Mimedx Group, Inc.), Subscription Agreement (Mimedx Group, Inc.), Subscription Agreement (Mimedx Group, Inc.)
Due Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the state jurisdiction of its formation and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesorganization.
Appears in 3 contracts
Samples: Stockholder Agreement (Gramercy Capital Corp), Agreement for Sale of Membership Interests (KBS Real Estate Investment Trust, Inc.), Agreement for Sale of Membership Interests (Gramercy Capital Corp)
Due Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the state jurisdiction of its formation and organization, has all requisite corporate power and authority to own, lease and operate its properties, to carry on its business as now currently being conducted. The Company is duly qualified , to transact business enter into this Subscription and is in good standing in each jurisdiction in which the failure Stock Purchase Agreement and to so qualify would have a material adverse effect on perform its business or propertiesobligations hereunder.
Appears in 2 contracts
Samples: Subscription and Stock Purchase Agreement (Mimedx Group, Inc.), Subscription and Stock Purchase Agreement (Mimedx Group, Inc.)
Due Organization. The Company is a corporation duly organizedformed, validly existing, existing and in good standing under the laws of the state of its formation and has all requisite corporate incorporation with full power and authority to own, lease, use, and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on conduct its business or propertiesin all states and jurisdictions which require the Company to be so qualified.
Appears in 2 contracts
Samples: Selling Stockholder Stock Purchase Agreement (Charleston Basics Inc), Stock Purchase Agreement (Charleston Basics Inc)
Due Organization. The Company is a corporation duly organized, validly existingexisting and, and where applicable, in good standing under the laws Laws of the state jurisdiction of its formation and organization. The Company has all requisite corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 2 contracts
Samples: Asset Purchase and Licensing Agreement, Asset Purchase Agreement (Opexa Therapeutics, Inc.)
Due Organization. The Company COMPANY is a corporation duly organized, validly existing, existing and in good standing under the laws of the state of its formation incorporation, and has is duly authorized and qualified to do business under all requisite corporate power applicable laws, regulations, ordinances and authority orders of public authorities to carry on its business in the places and in the manner as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.now
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Vestcom International Inc), Merger Agreement (Vestcom International Inc)
Due Organization. The Company COMPANY is a corporation duly organized, validly existing, existing and in good standing under the laws of the state of its formation incorporation, and has is duly authorized and qualified to do business under all requisite corporate power applicable laws, regulations, ordinances and authority orders of public authorities to carry on its business in the places and in the manner as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which conducted except where the failure to be so qualify authorized or qualified would not have a material adverse effect on its the business or propertiesof the COMPANY taken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Expresspoint Technology Systems Inc), Agreement and Plan of Reorganization (Expresspoint Technology Systems Inc)
Due Organization. The Company is a corporation duly organizedcorporation, validly existing, existing and in good standing under the laws of the its state of its formation incorporation, and has all requisite full corporate power and authority to carry on its business as now conducted. The Company is duly qualified enter into and perform this Agreement and each other instrument, agreement and document to transact business and is be executed by it in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesconnection herewith.
Appears in 1 contract
Due Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the state jurisdiction of its formation organization and has all the requisite corporate power and authority to own its properties and to carry on its business as now presently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 1 contract
Samples: Subscription Agreement (Lifesciences Opportunities Inc)
Due Organization. The Company is a corporation duly organized, organized and validly existing, and existing in good standing under the laws of the state jurisdiction of its formation incorporation, and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact conduct business and is in good standing in each other jurisdiction in which its business is conducted or its properties are located, except where the failure to be so qualify qualified would not reasonably be expected to have a material adverse effect on its business or propertiesMaterial Adverse Effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Oculus Innovative Sciences, Inc.)
Due Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the state jurisdiction of its formation and organization. The Company has all requisite corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ligand Pharmaceuticals Inc)
Due Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of its jurisdiction of formation with the state of its formation and has all requisite corporate power authority to own and authority use its properties and assets and to carry on its business as now currently conducted. The Company is duly qualified to transact business and is not in good standing in each jurisdiction in which violation of any of the failure to so qualify would have a material adverse effect on provisions of its business certificate of incorporation, bylaws or propertiesother organizational or charter documents.
Appears in 1 contract
Due Organization. The Company COMPANY is a corporation duly organized, validly existing, existing and in good standing under the laws of the state of its formation and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business incorporation, and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.duly
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vestcom International Inc)
Due Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the state jurisdiction of its formation incorporation, is qualified to do business and has all is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or ownership of its properties requires such qualification and failure to be so qualified would prevent the Company from performing its obligations under this Agreement, with the requisite corporate power authority to own and authority use its properties and assets and to carry on its business as now currently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 1 contract
Samples: Stock Purchase Agreement (Vanda Pharmaceuticals Inc.)
Due Organization. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the state jurisdiction of its formation incorporation, is qualified to do business and has all is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or ownership of its properties requires such qualification and failure to have such would prevent such party from performing its obligations under this Agreement, with the requisite corporate power authority to own and authority use its properties and assets and to carry on its business as now currently conducted. The Company is duly qualified to transact business and is not in good standing in each jurisdiction in which violation of any of the failure to so qualify would have a material adverse effect on provisions of its business certificate of incorporation, bylaws or propertiesother organizational or charter documents.
Appears in 1 contract
Due Organization. The Company is a corporation duly organizedcorporation, validly existing, existing and in good standing under the laws of the state jurisdiction of its formation organization and has all the requisite corporate power and authority to own its properties and to carry on its business as now presently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 1 contract