Common use of Incorporation and Good Standing of the Company Clause in Contracts

Incorporation and Good Standing of the Company. The Company has been (i) duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the Prospectus, and (ii) duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except, in the case of this clause (ii), where the failure to be so qualified or in good standing would not, individually or in the aggregate, result in a Material Adverse Change.

Appears in 4 contracts

Samples: Sales Agreement (Unity Biotechnology, Inc.), Sales Agreement (Unity Biotechnology, Inc.), Sales Agreement (Unity Biotechnology, Inc.)

AutoNDA by SimpleDocs

Incorporation and Good Standing of the Company. The Company has been (i) duly organized incorporated and is validly existing and as a corporation in good standing under the laws of its the jurisdiction of organization, with its incorporation and has the corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its business as described in the Prospectus, Registration Statement and (ii) the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation for the transaction of to transact business and is in good standing under the laws of in each other jurisdiction in which it owns such qualification is required, whether by reason of the ownership or leases properties leasing of property or conducts any business so as to require such qualificationthe conduct of business, except, in the case of this clause (ii), except where the failure to be so qualified or in good standing would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Change.

Appears in 2 contracts

Samples: Open Market Sale Agreement (Enliven Therapeutics, Inc.), Open Market Sale Agreement (Enliven Therapeutics, Inc.)

Incorporation and Good Standing of the Company. The Company has been (i) duly organized incorporated and is validly existing and as a corporation in good standing under the laws of its the jurisdiction of organization, with its incorporation and has the corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its business as described in the Prospectus, Registration Statement and (ii) the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation for the transaction of to transact business and is in good standing under the laws of in each other jurisdiction in which it owns such qualification is required, whether by reason of the ownership or leases properties leasing of property or conducts any business so as to require such qualificationthe conduct of business, except, in the case of this clause (ii), except where the failure to be so qualified or in good standing would notnot be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 2 contracts

Samples: Open Market Sale Agreement (Oncternal Therapeutics, Inc.), Open Market Sale Agreement (Oncternal Therapeutics, Inc.)

Incorporation and Good Standing of the Company. The Company has been (i) duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the Registration Statement and the Prospectus, and (ii) duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except, in the case of this clause (ii), where the failure to be so qualified or in good standing would not, individually or in the aggregate, result in have a Material Adverse Change.

Appears in 2 contracts

Samples: Open Market Sale Agreement (PMV Pharmaceuticals, Inc.), Open Market Sale Agreement (PMV Pharmaceuticals, Inc.)

Incorporation and Good Standing of the Company. The Company has been (i) duly organized incorporated and is validly existing and as a corporation in good standing under the laws of its the jurisdiction of organization, with its incorporation and has the corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its business as described in the Prospectus, Registration Statement and (ii) the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation for the transaction of to transact business and is in good standing under the laws of in each other jurisdiction in which it owns such qualification is required, whether by reason of the ownership or leases properties leasing of property or conducts any business so as to require such qualificationthe conduct of business, except, in the case of this clause (ii), except where the failure to be so qualified or in good standing or have such power or authority would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 2 contracts

Samples: Sales Agreement (Vince Holding Corp.), Open Market Sale Agreement (Vince Holding Corp.)

Incorporation and Good Standing of the Company. The Company has been (i) duly organized incorporated and is validly existing and as a corporation in good standing under the laws of its the jurisdiction of organization, with its incorporation and has the corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its business as described in the Prospectus, Registration Statement and (ii) the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation for the transaction of to transact business and is in good standing under the laws of in each other jurisdiction in which it owns such qualification is required, whether by reason of the ownership or leases properties leasing of property or conducts any business so as to require such qualificationthe conduct of business, except, in the case of this clause (ii), except where the failure to so qualify or be so qualified or in good standing would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Samples: Open Market Sale Agreement (SQZ Biotechnologies Co)

Incorporation and Good Standing of the Company. The Company has been (i) duly organized incorporated and is validly existing and as a corporation in good standing under the laws of its the jurisdiction of organization, with its incorporation and has the corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its business as described in the Prospectus, Registration Statement and (ii) the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation for the transaction of to transact business and is in good standing under the laws of in each other jurisdiction in which it owns such qualification is required, whether by reason of the ownership or leases properties leasing of property or conducts any business so as to require such qualificationthe conduct of business, except, in the case of this clause (ii), except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, would result in a Material Adverse Change.

Appears in 1 contract

Samples: Open Market Sale Agreement (Regis Corp)

Incorporation and Good Standing of the Company. The Company has been (i) duly organized incorporated and is validly existing and as a corporation in good standing under the laws of its the jurisdiction of organization, with its incorporation and has the corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its business as described in the Prospectus, Registration Statement and (ii) the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation for the transaction of to transact business and is in good standing under the laws of in each other jurisdiction in which it owns such qualification is required, whether by reason of the ownership or leases properties leasing of property or conducts any business so as the conduct of business, except to require such qualification, except, in the case of this clause (ii), where extent that the failure to be so qualified or be in good standing would not, individually singly or in the aggregate, result in have a Material Adverse ChangeChange on the Company and its subsidiaries, taken as a whole.

Appears in 1 contract

Samples: Open Market Sale Agreement (P3 Health Partners Inc.)

Incorporation and Good Standing of the Company. The Company has been (i) duly organized incorporated and is validly existing and as a corporation in good standing under the laws of its the jurisdiction of organization, with its incorporation and has corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its business as described in the Prospectus, Prospectus and (ii) to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation for the transaction of to transact business and is in good standing under the laws of in each other jurisdiction in which it owns such qualification is required, whether by reason of the ownership or leases properties leasing of property or conducts any business so as to require the conduct of business, except for such qualification, except, in the case of this clause (ii), jurisdictions where the failure to so qualify or to be so qualified or in good standing would not, individually or in the aggregate, result in a Material Adverse Change. The Company has no subsidiaries.

Appears in 1 contract

Samples: Underwriting Agreement (Threshold Pharmaceuticals Inc)

Incorporation and Good Standing of the Company. The Company has been (i) duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the Prospectus, and (ii) duly qualified as a foreign corporation for the transaction of business and is in good standing (where such concept exists) under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except, in the case of this clause (ii), where the failure to be so qualified or in good standing would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect.

Appears in 1 contract

Samples: Sales Agreement (Allogene Therapeutics, Inc.)

Incorporation and Good Standing of the Company. The Company has been (i) duly organized incorporated and is validly existing and as a corporation in good standing under the laws of its the jurisdiction of organization, with its incorporation and has corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its business as described in the Prospectus, Prospectus and (ii) to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation for the transaction of to transact business and is in good standing under the laws of in each other jurisdiction in which it owns such qualification is required, whether by reason of the ownership or leases properties leasing of property or conducts any business so as to require the conduct of business, except for such qualification, except, in the case of this clause (ii), jurisdictions where the failure to so qualify or to be so qualified or in good standing would not, individually or in the aggregate, result in a Material Adverse Change. The Company has no subsidiaries.

Appears in 1 contract

Samples: Underwriting Agreement (Gander Mountain Co)

Incorporation and Good Standing of the Company. The Company has been (i) duly organized incorporated and is validly existing and as a corporation in good standing under the laws of its the jurisdiction of organization, with its incorporation and has the corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its business as described in the Prospectus, SEC Documents and (ii) to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation for the transaction of to transact business and is in good standing under the laws of in each other jurisdiction in which it owns such qualification is required, whether by reason of the ownership or leases properties leasing of property or conducts any business so as to require such qualificationthe conduct of business, except, in the case of this clause (ii), except where the failure to be so qualified or in good standing would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Change.

Appears in 1 contract

Samples: Securities Purchase Agreement (Enliven Therapeutics, Inc.)

Incorporation and Good Standing of the Company. The Company has been (i) duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the Registration Statement and Prospectus, and (ii) duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except, in the case of this clause (ii), except where the failure to be so qualified or in good standing would not, individually or in the aggregate, result in a Material Adverse Change.

Appears in 1 contract

Samples: Open Market Sale Agreement (Odonate Therapeutics, Inc.)

AutoNDA by SimpleDocs

Incorporation and Good Standing of the Company. The Company has been (i) duly organized incorporated and is validly existing and as a corporation in good standing under the laws of its the jurisdiction of organization, with its incorporation and has the corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its business as described in the Prospectus, Registration Statement and (ii) the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation for the transaction of to transact business and is in good standing under the laws of in each other jurisdiction in which it owns such qualification is required, whether by reason of the ownership or leases properties leasing of property or conducts any business so as to require such qualificationthe conduct of business, except, in the case of this clause (ii), except where the failure to be so duly qualified or in good standing would not, individually or in the aggregate, be expected to result in a Material Adverse Change.

Appears in 1 contract

Samples: Open Market Sale Agreement (Northwest Pipe Co)

Incorporation and Good Standing of the Company. The Company has been (i) duly organized incorporated and is validly existing and as a corporation in good standing under the laws of its the jurisdiction of organization, with its incorporation and has the corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its business as described in the Prospectus, Registration Statement and (ii) the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation for the transaction of to transact business and is in good standing under the laws of in each other jurisdiction in which it owns such qualification is required, whether by reason of the ownership or leases properties leasing of property or conducts any business so as to require such qualificationthe conduct of business, except, in the case of this clause (ii), except where the failure to be so qualified or be in good standing would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Samples: Open Market Sale Agreement (Avalon GloboCare Corp.)

Incorporation and Good Standing of the Company. The Company has been (i) duly organized incorporated and is validly existing and as a corporation in good standing under the laws of its the jurisdiction of organization, with its incorporation and has corporate power and authority (corporate to own, lease, manage and other) to own and/or lease operate its properties and to conduct its business as described in the Prospectus, Prospectus and (ii) to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation for the transaction of to transact business and is in good standing under the laws of in each other jurisdiction in which it owns such qualification is required, whether by reason of the ownership or leases properties leasing of property or conducts any business so as to require the conduct of business, except for such qualification, except, in the case of this clause (ii), jurisdictions where the failure to so qualify or to be so qualified or in good standing would not, individually or in the aggregate, result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Builder Acquisition Corp)

Incorporation and Good Standing of the Company. The Company has been (i) duly organized incorporated and is validly existing and as a corporation in good standing under the laws of its the jurisdiction of organization, with its incorporation and has the corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its business as described in the Prospectus, Registration Statement and (ii) the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation for the transaction of to transact business and is in good standing under the laws of in each other jurisdiction in which it owns such qualification is required, whether by reason of the ownership or leases properties leasing of property or conducts any business so as to require such qualificationthe conduct of business, except, in the case of this clause (ii), except where the failure to be so qualified or in good standing would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Samples: Open Market Sale Agreement (Lordstown Motors Corp.)

Incorporation and Good Standing of the Company. The Company has been (i) duly organized incorporated and is validly existing and as a corporation in good standing under the laws of its the jurisdiction of organization, with its incorporation and has the corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its business as described in the Prospectus, Registration Statement and (ii) the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation for the transaction of to transact business and is in good standing under the laws of in each other jurisdiction in which it owns such qualification is required, whether by reason of the ownership or leases properties leasing of property or conducts any business so as to require such qualificationthe conduct of business, except, in the case of this clause (ii), except where the failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

Appears in 1 contract

Samples: Open Market Sale Agreement (NeuBase Therapeutics, Inc.)

Incorporation and Good Standing of the Company. The Company has been (i) duly organized incorporated and is validly existing and as a corporation in good standing under the laws of its the jurisdiction of organization, with its incorporation and has the corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its business as described in the Prospectus, Registration Statement and (ii) the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation for the transaction of to transact business and is in good standing under the laws of in each other jurisdiction in which it owns such qualification is required, whether by reason of the ownership or leases properties leasing of property or conducts any business so as to require such qualificationthe conduct of business, except, in the case of this clause (ii), except where the a failure to be so qualified or in good standing would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Samples: Open Market Sale Agreement (Apogee Therapeutics, Inc.)

Incorporation and Good Standing of the Company. The Company has been (i) duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the Prospectus, and (ii) duly qualified as a foreign corporation for the transaction of business and is in good standing (where such concept exists) under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to US-DOCS\111349286.7 require such qualification, except, in the case of this clause (ii), where the failure to be so qualified or in good standing would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect.

Appears in 1 contract

Samples: Common Stock Sales Agreement (Allogene Therapeutics, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!