Common use of Foreign Qualifications Clause in Contracts

Foreign Qualifications. The Company and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company or other legal entity and (where such term is of legal significance) is in good standing in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature of its business makes such qualification or license necessary, except where failures to be so qualified or licensed or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (CSR PLC), Agreement and Plan of Merger (Zoran Corp \De\), Merger Agreement (CSR PLC)

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Foreign Qualifications. The Each of the Company and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company or other legal entity and (where such term is of legal significance) is in good standing in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature of its business makes or ownership, leasing or operation of its properties requires such qualification or license necessaryqualification, except where failures failure to be so qualified or qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 3 contracts

Samples: Merger Agreement (Stein Mart Inc), Merger Agreement (Perry Ellis International, Inc), Merger Agreement (Feldenkreis George)

Foreign Qualifications. The Each of the Company and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company or other legal entity entity, and (where such term is of legal significance) is in good standing standing, in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature of its business makes such qualification or license necessary, except where failures to be so qualified or licensed or in good standing would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Steel Partners Holdings L.P.), Merger Agreement (Steel Connect, Inc.)

Foreign Qualifications. The Each of the Company and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited partnership, limited liability company or other legal entity and (where such term is of legal significance) is in good standing in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature of its business makes such qualification or license necessary, except where failures to be so qualified or licensed or in good standing would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Meristar Hospitality Operating Partnership Lp), Merger Agreement (Interstate Hotels & Resorts Inc)

Foreign Qualifications. The Each of the Company and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company or other legal entity and (where such term is of legal significance) is in good standing in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature of its business makes such qualification or license necessary, except where failures failure to be so qualified or licensed or in good standing would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is in violation of its organizational or governing documents in any material respect.

Appears in 1 contract

Samples: Merger Agreement (Interpool Inc)

Foreign Qualifications. The Company and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company or other legal entity corporation and (where such term is of legal significance) is in good standing in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature of its business makes such qualification or license necessary, except where failures to be so qualified or licensed or in good standing would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Atari Inc)

Foreign Qualifications. The Each of the Company and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, exempted company, limited liability company or other legal entity and (where such term is of legal significance) is in good standing (if and to the extent such term is so recognized in the relevant jurisdiction) in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature of its business makes such qualification or license necessary, except where failures failure to be so qualified or licensed or in good standing would not reasonably be expected to haveto, individually or in the aggregate, have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Transatlantic Petroleum Ltd.)

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Foreign Qualifications. The Each of the Company and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company or other legal entity entity, and (where such term is of legal significance) is in good standing (to the extent such jurisdiction recognizes such concept), in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature of its business makes such qualification or license necessary, except where failures to be so qualified or licensed or in good standing would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Whole Earth Brands, Inc.)

Foreign Qualifications. The Each of the Company and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company or other legal entity and (where such term is of legal significance) is in good standing in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature of its business makes or ownership, leasing, use or operation of its properties requires such qualification or license necessaryqualification, except where failures failure to be so qualified or qualified, licensed or in good standing would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Empire Resorts Inc)

Foreign Qualifications. The Company and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company or other legal entity and (corporation in all jurisdictions where such term is of legal significance) is in good standing in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature of its business makes such qualification or license necessaryownership of assets so requires, except where failures the failure to be so qualified or licensed or in good standing would not be reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect on the business of the Company.

Appears in 1 contract

Samples: Merger Agreement (Kayenta Kreations Inc)

Foreign Qualifications. The Each of the Company and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company or other legal entity and (where such term is of legal significance) is in good standing in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature of its business makes such qualification or license necessary, except where failures to be so qualified or licensed or in good standing would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (ATC Technology CORP)

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