Form of Opinion of Counsel. The Company is a corporation duly incorporated, validly existing and, upon the payment of its franchise taxes, in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, which the failure to so qualify could have a Material Adverse Effect on the Company.
Appears in 11 contracts
Samples: Note and Warrant Purchase Agreement (Vision Capital Advisors, LLC), Note and Warrant Purchase Agreement (Vision Capital Advisors, LLC), Note and Warrant Purchase Agreement (Vision Capital Advisors, LLC)
Form of Opinion of Counsel. The Company is a corporation duly incorporated, validly existing and, upon the payment of its franchise taxes, and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, which the failure to so qualify could have a Material Adverse Effect on the Company.
Appears in 7 contracts
Samples: Note and Warrant Purchase Agreement (Juma Technology Corp.), Note and Warrant Purchase Agreement (Juma Technology Corp.), Note and Warrant Purchase Agreement (Juma Technology Corp.)
Form of Opinion of Counsel. The Company is a corporation duly incorporated, validly existing and, upon the payment of its franchise taxes, and in good standing under the laws of the State state of Delaware and has the requisite corporate power to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, which the failure to so qualify could have a Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Wave Systems Corp), Convertible Preferred Stock Purchase Agreement (Wave Systems Corp)
Form of Opinion of Counsel. The Company is a corporation duly incorporated, validly existing and, upon the payment of its franchise taxes, and in good standing under the laws of the State state of Delaware and has the requisite corporate power to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, which the failure to so qualify could have a Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (Activecare, Inc.), Series D Convertible Preferred Stock Purchase Agreement (Advanced Environmental Recycling Technologies Inc)
Form of Opinion of Counsel. The Company is a corporation duly incorporated, validly existing and, upon the payment of its Delaware franchise taxes, will be in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, which the failure to so qualify could have a Material Adverse Effect on the Company.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Juma Technology Corp.)
Form of Opinion of Counsel. The Company is a corporation duly incorporated, validly existing and, upon the payment of its franchise taxes, and in good standing as such under the laws General Corporation Law of the State of Delaware and Delaware. The Company has the requisite corporate power to own, lease and operate its properties and assets, and to carry on its business as to our knowledge it is presently conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes conducting such qualification necessary, which the failure to so qualify could have a Material Adverse Effect on the Companybusiness.
Appears in 1 contract
Samples: Securities Purchase Agreement (China Bio Energy Holding Group Co., Ltd.)
