Foreign Qualifications. Each of the Company and its subsidiaries is duly qualified as a foreign entity to transact business and is each in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not singularly, or in the aggregate, in the reasonable judgment of the Company, be expected to result in a Material Adverse Effect.
Appears in 11 contracts
Samples: Purchase Agreement (Virginia Commerce Bancorp Inc), Placement Agreement (Lakeland Bancorp Inc), Purchase Agreement (Hudson United Bancorp)
Foreign Qualifications. Each of the Company and its subsidiaries is duly qualified as a foreign entity to transact business and each is each in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not singularly, or in the aggregate, in the reasonable judgment of the Company, be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Placement Agreement (Northeast Bancorp /Me/), Placement Agreement (Horizon Bancorp /In/), Purchase Agreement (Century Bancorp Inc)
Foreign Qualifications. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or other legal entity to transact business and is each in good standing in each jurisdiction in which where such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessnecessary, except where the failure to be so qualified or in good standing would not singularlynot, individually or in the aggregate, in the reasonable judgment of the Company, reasonably be expected to result in have a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Qumu Corp), Merger Agreement (Dover Motorsports Inc), Merger Agreement (Papa Murphy's Holdings, Inc.)
Foreign Qualifications. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or other legal entity to transact business and is each in good standing in each jurisdiction in which where such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessnecessary, except where the failure to be so qualified or in good standing would not singularly, or in the aggregate, in the reasonable judgment of the Company, be expected to result in have a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Annie's, Inc.), Merger Agreement, Merger Agreement (Otsego Shares, LLC)
Foreign Qualifications. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or other legal entity to transact business and is each in good standing in each jurisdiction in which where such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessnecessary, except where the any failure to be so duly qualified would not singularlyor in good standing, individually or in the aggregate, in the reasonable judgment of the Company, would not reasonably be expected to result in have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Itc Deltacom Inc), Merger Agreement (Earthlink Inc)
Foreign Qualifications. Each of the Company and its subsidiaries Entity is duly qualified to do business as a foreign corporation, limited liability company or other legal entity to transact business and is each in good standing in each jurisdiction in which where such qualification is required, whether by reason necessary or where the conduct of its business or the ownership or leasing of property its properties or the conduct of businessassets requires it to be so qualified or licensed, except in such jurisdictions where the failure to be so qualified or in good standing would not singularlynot, individually or in the aggregate, in the reasonable judgment of the Company, reasonably be expected to result in have a Material Adverse Effect.Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Acquisition, Agreement and Plan of Acquisition
Foreign Qualifications. Each of the Company and its subsidiaries the Subsidiaries of Company is duly qualified as a foreign entity corporation to transact business and is each in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be so qualified in good standing would not singularly, or result in any Material Adverse Effect on Company and the aggregate, in the reasonable judgment other Subsidiaries of the Company, be expected to result in a Material Adverse Effectconsidered as one enterprise.
Appears in 2 contracts
Samples: Subordinated Note Purchase Agreement (Ameriserv Financial Inc /Pa/), Subordinated Note Purchase Agreement (Codorus Valley Bancorp Inc)
Foreign Qualifications. Each of the The Company and its subsidiaries is the Subsidiaries are each duly qualified as a foreign entity corporation to transact business and is are each in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be so qualified in good standing would not singularly, or in the aggregate, in the reasonable judgment of the Company, be expected to result in a Material Adverse EffectEffect (as defined in Section l(a)(iv) hereof).
Appears in 2 contracts
Samples: Underwriting Agreement (American Bancorporation Capital Trust I), Underwriting Agreement (Greater Atlantic Financial Corp)
Foreign Qualifications. Each of the Company and its subsidiaries Significant Subsidiary is duly qualified as a foreign entity to transact business business, and each is each in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not singularlyreasonably be expected to have, singularly or in the aggregate, in the reasonable judgment of the Company, be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Hill Vernon W Ii), Purchase Agreement (Republic First Bancorp Inc)
Foreign Qualifications. Each of the Company and its subsidiaries Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company or other legal entity to transact business and is each in good standing in each jurisdiction in which where the nature of its business or ownership, leasing or operation of its properties requires such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessqualification, except where the failure to be so qualified qualified, licensed or in good standing would not singularly, or in the aggregate, in the reasonable judgment of the Company, be expected to result in have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Emdeon Inc.), Merger Agreement (Warner Music Group Corp.)
Foreign Qualifications. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company, limited partnership or other legal entity to transact business and is each in good standing in each jurisdiction in which where such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessnecessary, except where the failure to be so qualified or in good standing would not singularlynot, individually or in the aggregate, in the reasonable judgment of the Company, reasonably be expected to result in have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (LD Commodities Sugar Holdings LLC), Merger Agreement (Imperial Sugar Co /New/)
Foreign Qualifications. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or other legal entity to transact business and is each in good standing in each jurisdiction in which where such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessnecessary, except where the failure to be so qualified or in good standing would not singularly, or in the aggregate, in the reasonable judgment of the Company, reasonably be expected to result in have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (CDK Global, Inc.), Merger Agreement (Reis, Inc.)
Foreign Qualifications. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or other legal entity to transact business and is each in good standing in each jurisdiction in which where such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessnecessary, except where the failure to be so qualified or in good standing would not singularly, or in the aggregate, in the reasonable judgment of the Company, reasonably be expected to result in have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Boulder Brands, Inc.), Merger Agreement (Pinnacle Foods Inc.)
Foreign Qualifications. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company, limited partnership or other legal entity to transact business and is each in good standing in each jurisdiction in which where such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessnecessary, except where the failure to be so qualified or in good standing would not singularlynot, individually or in the aggregate, in the reasonable judgment of the Company, reasonably be expected to result in have a Company Material Adverse Effect. Section 4.2 of the Company Disclosure Letter identifies each state and foreign country jurisdiction in which the Company and each of its subsidiaries is qualified to do business.
Appears in 1 contract
Samples: Merger Agreement (Frozen Food Express Industries Inc)
Foreign Qualifications. Each of the Company and its subsidiaries the Subsidiaries of the Company is duly qualified as a foreign entity corporation to transact business and each is each in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property Property or the conduct of business, except where the failure to so qualify or be so qualified in good standing would not singularly, or in the aggregate, in the reasonable judgment of the Company, reasonably be expected to result in a any Material Adverse EffectEffect on the Company and the other Subsidiaries of the Company, considered as one enterprise.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (HV Bancorp, Inc.)
Foreign Qualifications. Each of the The Company and its significant subsidiaries is are each duly qualified as a foreign entity corporation to transact business and is are each in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be so qualified would not singularly, or in the aggregategood standing, in the reasonable judgment of the Company, be is not expected to result in a Material Adverse Effectmaterial adverse effect.
Appears in 1 contract
Samples: Placement Agreement (United Bancorporation of Alabama Inc)
Foreign Qualifications. Each of the Company and its subsidiaries the Subsidiaries of Company is duly qualified as a foreign entity corporation to transact business and is each in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be so qualified in good standing would not singularly, or in the aggregate, in the reasonable judgment of the Company, reasonably be expected to result in a any Material Adverse EffectEffect on Company and the other Subsidiaries of Company, considered as one enterprise.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Citizens Financial Services Inc)
Foreign Qualifications. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business as a foreign entity to transact business and corporation, limited liability company or other legal entity, is each in good standing and qualified to do business in each jurisdiction of the jurisdictions in which the character of the assets or properties owned or leased by it or the nature of the business transacted by it makes such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessnecessary, except where the failure to be so qualified or in good standing would not singularly, or in the aggregate, in the reasonable judgment of the Company, reasonably be expected to result in have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (InfoLogix Inc)
Foreign Qualifications. Each The Provident Companies and each of the Company and its subsidiaries their respective Significant Subsidiaries is duly qualified as a foreign entity corporation to transact business and is each in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified would not singularly, or in the aggregategood standing, in the reasonable judgment of the CompanyProvident Companies, be expected to would not result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Provident Financial Group Inc)
Foreign Qualifications. Each of the Company and its subsidiaries the Subsidiaries of Company is duly qualified as a foreign entity corporation to transact business and each is each in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property Property or the conduct of business, except where the failure to so qualify or be so qualified in good standing would not singularly, or in the aggregate, in the reasonable judgment of the Company, reasonably be expected to result in a any Material Adverse EffectEffect on Company and the other Subsidiaries of Company, considered as one enterprise.
Appears in 1 contract
Foreign Qualifications. Each of the Acquired Company and its subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or other legal entity to transact business and is each in good standing in each jurisdiction in which where such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessnecessary, except where the failure to be so qualified or in good standing would not singularly, or in the aggregate, in the reasonable judgment of the Company, be expected to result in have a Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Claiborne Liz Inc)
Foreign Qualifications. Each of the The Company and its significant ------------------------ subsidiaries is are each duly qualified as a foreign entity corporation to transact business and is are each in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be so qualified would not singularly, or in the aggregategood standing, in the reasonable judgment of the Company, be is not expected to result in a Material Adverse Effectmaterial adverse effect.
Appears in 1 contract
Foreign Qualifications. Each of the The Company and each of its subsidiaries is are duly qualified as a foreign entity entities to transact business and is are each in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be so qualified in good standing would not singularly, or in the aggregate, in the reasonable judgment of the Company, be expected to result in a Material Adverse Effect.
Appears in 1 contract
Foreign Qualifications. Each of the Company Company, the Guarantor and its their respective subsidiaries is duly qualified as a foreign entity to transact business and is each in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not singularly, or in the aggregate, in the reasonable judgment of the CompanyCompany and the Guarantor, be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Placement Agreement (American Safety Insurance Group LTD)
Foreign Qualifications. Each of the The Company and its subsidiaries is are ---------------------- each duly qualified as a foreign entity corporation to transact business and is are each in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be so qualified would not singularly, or in the aggregategood standing, in the reasonable judgment of the Company, be is not expected to result in a Material Adverse Effect.
Appears in 1 contract
Foreign Qualifications. Each of the Company and its subsidiaries Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or other legal entity to transact business and is each in good standing (except in any jurisdiction that does not recognize such concept) in each jurisdiction in which where such qualification is required, whether by reason necessary for the operation of the ownership or leasing of property or Businesses as currently conducted by the conduct of businessCompany and each Subsidiary, except where the failure to be so qualified or in good standing would not singularly, or in the aggregate, in the reasonable judgment of the Company, be expected to result in have a Company Material Adverse Effect.
Appears in 1 contract
Foreign Qualifications. Each The Company and each of the Company and its subsidiaries is ---------------------- Subsidiaries are duly qualified as a foreign entity corporation to transact business and is are each in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be so qualified in good standing would not singularly, or in the aggregate, in the reasonable judgment of the Company, be expected to result in a Material Adverse EffectEffect (as defined in Section 1(a)(iv) hereof).
Appears in 1 contract
Samples: Underwriting Agreement (Sandy Spring Capital Trust I)
Foreign Qualifications. Each of the Company and its subsidiaries is duly qualified as a foreign entity to transact business business, and each is each in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not singularly, or in the aggregate, in the reasonable judgment of the Company, be expected to result in a Material Adverse Effect.
Appears in 1 contract
Foreign Qualifications. Each of the The Company and its subsidiaries is are each duly qualified as a foreign corporation or other entity to transact business and is are each in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be so qualified in good standing would not singularly, individually or in the aggregate, in the reasonable judgment of the Company, be expected to aggregate result in a Material Adverse Effect.
Appears in 1 contract
Samples: Placement Agency Agreement (First Keystone Financial Inc)
Foreign Qualifications. Each of the The Company and each of its subsidiaries Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or other legal entity to transact business and is each in good standing in each jurisdiction in which where such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessnecessary, except where the failure to be so qualified would not singularlyor in good standing, individually or in the aggregate, in the reasonable judgment of the Company, would not have or be reasonably expected to result in have a Company Material Adverse Effect.
Appears in 1 contract