Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.
Appears in 5 contracts
Samples: Sales Agreement (Kura Oncology, Inc.), Sales Agreement (Kura Oncology, Inc.), Sales Agreement (Kura Oncology, Inc.)
Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 1020-K F for the most recently ended fiscal year and other than those: (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act Act; and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.
Appears in 4 contracts
Samples: Sales Agreement (Electrameccanica Vehicles Corp.), Sales Agreement (Electrameccanica Vehicles Corp.), Sales Agreement (Electrameccanica Vehicles Corp.)
Incorporation and Good Standing of the Company and its Subsidiaries. Each of the The Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full State of Delaware and has corporate power and authority to own or leaseown, as the case may be, lease and to operate its properties and to conduct its business as described in the Prospectus, Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement. The Company has no significant subsidiaries (as defined in Rule 1-02 (w) of Regulation S-X of the Exchange Act). The Company is duly qualified to do business as a foreign corporation to transact business and is in good standing under in the laws State of Delaware and each other jurisdiction in which requires such qualificationqualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of Delaware) where the failure to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, to result in have a Material Adverse Change. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries subsidiaries, if any, listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.
Appears in 3 contracts
Samples: Sales Agreement (Otonomy, Inc.), Sales Agreement (Otonomy, Inc.), Sales Agreement (Otonomy, Inc.)
Incorporation and Good Standing of the Company and its Subsidiaries. Each of the The Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full State of Nevada and has corporate power and authority to own or leaseown, as the case may be, lease and to operate its properties and to conduct its business as described in the Prospectus, Prospectus and to enter into and perform its obligations under this Agreement. The Company does not have a significant subsidiary (as defined in Rule 1-02 (w) of Regulation S-X of the Exchange Act). The Company is duly qualified to do business as a foreign corporation or foreign partnership to transact business and is in good standing under in the laws jurisdiction of its formation and each other jurisdiction in which requires such qualificationqualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the its jurisdiction of formation) where the failure to so qualify or to be so qualified or in good standing would not reasonably be expectednot, individually or in the aggregate, to result in a Material Adverse Change. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.
Appears in 3 contracts
Samples: Common Stock Sales Agreement (Tonix Pharmaceuticals Holding Corp.), Common Stock Sales Agreement (Tonix Pharmaceuticals Holding Corp.), Sales Agreement (Tonix Pharmaceuticals Holding Corp.)
Incorporation and Good Standing of the Company and its Subsidiaries. Each of the The Company and its subsidiaries has been is a corporation duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full State of Delaware. The Company has requisite corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct carry on its business as described in the Registration Statement and the Prospectus, and . The Company is duly qualified to do transact business as a foreign corporation and is in good standing under in all jurisdictions in which the laws conduct of each jurisdiction which its business requires such qualification, ; except where the failure to be so qualified or to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company has no subsidiaries and does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries (each a “Subsidiary,” and collectively “Subsidiaries”) listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and Act, (ii) those subsidiaries formed since the last day of the most recently ended fiscal year, and (iii) as disclosed in the Registration Statement and the Prospectus.
Appears in 2 contracts
Samples: Sales Agreement (Trio Petroleum Corp.), Sales Agreement (ZyVersa Therapeutics, Inc.)
Incorporation and Good Standing of the Company and its Subsidiaries. Each of the The Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full State of Delaware and has corporate power and authority to own or leaseown, as the case may be, lease and to operate its properties and to conduct its business as described in the Prospectus, Prospectus and is duly qualified to do business as a foreign corporation and is in good standing under in all other jurisdictions in which its ownership or leasing of property or the laws conduct of each jurisdiction which its business requires such qualification, except where the failure to be so qualified or in good standing in such other jurisdictions would not reasonably be expectednot, individually or in the aggregate, to result in a Material Adverse Change. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.
Appears in 1 contract
Samples: Sales Agreement (CONTRAFECT Corp)
Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries (i) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and (ii) is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except in the case of (ii), where the such failure to be so qualified or in good standing would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.
Appears in 1 contract