Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).
Appears in 468 contracts
Samples: Underwriting Agreement (Dynamix Corp), Underwriting Agreement (Vine Hill Capital Investment Corp.), Underwriting Agreement (M3-Brigade Acquisition v Corp.)
Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation an exempted company and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).
Appears in 37 contracts
Samples: Underwriting Agreement (EQV Ventures Acquisition Corp.), Underwriting Agreement (Andretti Acquisition Corp. II), Underwriting Agreement (Voyager Acquisition Corp./Cayman Islands)
Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its the jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).
Appears in 24 contracts
Samples: Underwriting Agreement (B. Riley Principal 150 Merger Corp.), Underwriting Agreement (Environmental Impact Acquisition Corp), Underwriting Agreement (Environmental Impact Acquisition Corp)
Good Standing. The Company has been duly organized and is validly existing as a corporation an exempted company and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).
Appears in 13 contracts
Samples: Underwriting Agreement (Love & Health LTD), Underwriting Agreement (Love & Health LTD), Underwriting Agreement (Haymaker Acquisition Corp. 4)
Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its the jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business Company (a “Material Adverse Effect”).
Appears in 6 contracts
Samples: Underwriting Agreement (Matlin & Partners Acquisition Corp), Underwriting Agreement (M III Acquisition Corp.), Underwriting Agreement (M III Acquisition Corp.)
Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company incorporation and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations business or properties of the Company, whether or not arising from transactions in the ordinary course of business (exclusive of any supplement thereto) (a “Material Adverse Effect”).
Appears in 6 contracts
Samples: Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II), Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II), Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II)
Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation company and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).
Appears in 4 contracts
Samples: Underwriting Agreement (Evergreen Corp), Underwriting Agreement (Evergreen Corp), Underwriting Agreement (Fat Projects Acquisition Corp)
Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or operationsor properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).
Appears in 4 contracts
Samples: Underwriting Agreement (Aldel Financial Inc.), Underwriting Agreement (Aldel Financial Inc.), Underwriting Agreement (Aldel Financial Inc.)
Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations operations, assets or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).
Appears in 3 contracts
Samples: Underwriting Agreement (FG Merger III Corp.), Underwriting Agreement (FG Merger II Corp.), Underwriting Agreement (FG Merger Corp.)
Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations operations, or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).
Appears in 2 contracts
Samples: Underwriting Agreement (FG Merger Corp.), Underwriting Agreement (FG Merger Corp.)
Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “"Material Adverse Effect”").
Appears in 2 contracts
Samples: Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I), Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I)
Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business, whether or not arising from transactions in the ordinary course of business (a “"Material Adverse Effect”").
Appears in 2 contracts
Samples: Underwriting Agreement (Allegro Merger Corp.), Underwriting Agreement (Tiberius Acquisition Corp)
Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).
Appears in 2 contracts
Samples: Underwriting Agreement (Allegro Merger Corp.), Underwriting Agreement (Tiberius Acquisition Corp)
Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the state of its jurisdiction incorporation, organization or formation, as of incorporation. The Company the date hereof, and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a material adverse effect on the condition (financial or otherwise)assets, earnings, assetsbusiness, prospects, business, operations or properties operation of the Company, whether or not arising from transactions in the ordinary course of business taken as whole (a “Material Adverse Effect”).
Appears in 1 contract
Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its the jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”").
Appears in 1 contract
Samples: Underwriting Agreement (B. Riley Principal 250 Merger Corp.)
Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).
Appears in 1 contract
Samples: Underwriting Agreement (Rosecliff Acquisition Corp I)