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

Incorporation and Good Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure so to qualify or to be in good standing would, individually or in the aggregate, not result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Ryerson Holding Corp), Underwriting Agreement (Ryerson Holding Corp), Underwriting Agreement (Ryerson Holding Corp)

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Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so to qualify qualified or in good standing, as the case may be, or to be in good standing wouldhave such power or authority would not, individually or in the aggregate, not result in have a Material Adverse EffectEffect (defined below).

Appears in 3 contracts

Samples: Underwriting Agreement (Myomo, Inc.), Underwriting Agreement (BlackSky Technology Inc.), Underwriting Agreement (Scholar Rock Holding Corp)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, in each case except for such jurisdictions where the failure so to qualify or to be so qualified or in good standing wouldwould not reasonably be expected, individually or in the aggregate, not to result in a Material Adverse EffectChange.

Appears in 3 contracts

Samples: Underwriting Agreement (Addus HomeCare Corp), Underwriting Agreement (Addus HomeCare Corp), Underwriting Agreement (Addus HomeCare Corp)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of Delaware and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so to qualify or to could not be in good standing wouldexpected, individually or in the aggregate, not result in to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Abeona Therapeutics Inc.), Underwriting Agreement (Abeona Therapeutics Inc.), Underwriting Agreement (Abeona Therapeutics Inc.)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of Connecticut and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure so to qualify or to be so qualified or in good standing wouldstanding, individually or in the aggregate, would not result in a Material Adverse EffectChange.

Appears in 2 contracts

Samples: Open Market Sale Agreement (Fuelcell Energy Inc), Open Market Sale Agreement (Fuelcell Energy Inc)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of Delaware and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure so to qualify or to be so qualified or in good standing wouldor have such power or authority would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse EffectChange.

Appears in 2 contracts

Samples: Open Market Sale Agreement (Janus International Group, Inc.), Open Market Sale Agreement (Smart Sand, Inc.)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so to qualify qualified or in good standing, as the case may be, or to be in good standing wouldhave such power or authority would not, individually or in the aggregate, not result in have a Material Adverse EffectEffect (defined below).

Appears in 2 contracts

Samples: Open Market Sale Agreement (Scholar Rock Holding Corp), Open Market Sale Agreement (Scholar Rock Holding Corp)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware Delaware, and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so to qualify or to be in good standing wouldwould not, individually or in the aggregate, not result in a Material Adverse EffectChange.

Appears in 2 contracts

Samples: Underwriting Agreement (Dell Inc), Underwriting Agreement (Dell Inc)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of Delaware and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so to qualify qualified or to be in good standing wouldwould not reasonably be expected, individually or in the aggregate, not to result in a Material Adverse EffectChange.

Appears in 2 contracts

Samples: Sales Agreement (Orchestra BioMed Holdings, Inc.), Open Market Sale Agreement (Orchestra BioMed Holdings, Inc.)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State Republic of Delaware the Xxxxxxxx Islands and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, business except for such in those jurisdictions where the failure to so qualify would not reasonably be expected to qualify or to be in good standing would, individually or in the aggregate, not result in have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Stalwart Tankers Inc.)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so to qualify or to be in good standing wouldwould not, individually or in the aggregate, not result in a Material Adverse EffectChange.

Appears in 1 contract

Samples: Underwriting Agreement (Toro Co)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing (where such concept is recognized) under the laws of the State jurisdiction of Delaware its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure so to qualify or to be so qualified or in good standing wouldstanding, individually or in as the aggregatecase may be, would not result in a Material Adverse EffectChange.

Appears in 1 contract

Samples: Open Market Sale Agreement (Prokidney Corp.)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of New Jersey and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so to qualify qualified or in good standing, as the case may be, or to be in good standing wouldhave such power or authority would not, individually or in the aggregate, not result in have a Material Adverse EffectChange.

Appears in 1 contract

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

Incorporation and Good Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure so to qualify or to be in good standing would, individually or in the aggregate, would not result in a Material Adverse EffectChange.

Appears in 1 contract

Samples: Open Market Sale Agreement (Cortexyme, Inc.)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of Delaware and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so to qualify qualified or in good standing, as the case may be, or to be in good standing wouldhave such power or authority would not, individually or in the aggregate, not result in have a Material Adverse EffectEffect (as defined below).

Appears in 1 contract

Samples: Open Market Sale Agreement (Ziopharm Oncology Inc)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of Delaware and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so to qualify or to could not be in good standing wouldexpected, individually or in the aggregate, not result in to have a Material Adverse Effect.

Appears in 1 contract

Samples: Open Market Sale Agreement (Abeona Therapeutics Inc.)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction other than the jurisdiction of its incorporation in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure so to qualify or to be so qualified or in good standing wouldstanding, as the case may be, would not, individually or in the aggregate, not result in have a Material Adverse EffectChange.

Appears in 1 contract

Samples: Open Market Sale Agreement (Veru Inc.)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure so to qualify or to be in good standing would, individually or in the aggregate, would not result in a Material Adverse EffectChange.

Appears in 1 contract

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

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate Delaware, with power and authority (corporate and other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; , and the Company is has been duly qualified as a foreign corporation to transact for the transaction of business and is in good standing in under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessqualification, except for such jurisdictions where the failure so to qualify or to be in good standing would, individually or in would not have a material adverse effect on the aggregate, not result in a Material Adverse EffectCompany.

Appears in 1 contract

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

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so to qualify qualified or in good standing, as the case may be, or to be in good standing wouldhave such power or authority would not, individually or in the aggregate, not result in have a Material Adverse EffectEffect (defined below).

Appears in 1 contract

Samples: Placement Agency Agreement (Scholar Rock Holding Corp)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of Washington and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure so to qualify or to be so qualified or in good standing wouldstanding, as the case may be, would not, individually or in the aggregate, not result in have a Material Adverse EffectChange.

Appears in 1 contract

Samples: Open Market Sale Agreement (Kineta, Inc./De)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of Delaware and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure so to qualify or to be so qualified or in good standing would, individually or in the aggregate, would not be expected to result in a Material Adverse EffectChange.

Appears in 1 contract

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

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure so to qualify or to be so qualified or in good standing wouldstanding, individually as the case may be, would not have or in the aggregate, not reasonably be expected to result in a Material Adverse EffectChange.

Appears in 1 contract

Samples: Open Market Sale Agreement (Elys Game Technology, Corp.)

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Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in the Commonwealth of Massachusetts and State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so to qualify qualified or to be in good standing wouldwould not, individually or in the aggregate, not result in a Material Adverse EffectChange.

Appears in 1 contract

Samples: Open Market Sale Agreement (Puma Biotechnology, Inc.)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure so to qualify or to be so qualified or in good standing wouldor to have such power or authority would not reasonably be expected, individually or in the aggregate, not to result in a Material Adverse EffectChange.

Appears in 1 contract

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

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure so to qualify or to be in good standing would, individually so qualified or in the aggregate, such standing would not reasonably be expected to result in a Material Adverse EffectChange.

Appears in 1 contract

Samples: Underwriting Agreement (Bed Bath & Beyond Inc)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; Agreement and to consummate the transactions contemplated herein and therein. The Company is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in under each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of its business, except for such jurisdictions where the failure to so to qualify or to be in good standing wouldwould not, individually or in the aggregate, not result in a Material Adverse EffectChange. The Company has no subsidiaries.

Appears in 1 contract

Samples: Sales Agreement (Nkarta, Inc.)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of Delaware and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure so to qualify or to be so qualified or in good standing wouldwould not reasonably be expected, individually or in the aggregate, not result in to have a Material Adverse EffectChange.

Appears in 1 contract

Samples: Equity Distribution Agreement (Altimmune, Inc.)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of Delaware and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so to qualify or to could not be in good standing wouldexpected, individually or in the aggregate, not result in to have a Material Adverse EffectChange.

Appears in 1 contract

Samples: Underwriting Agreement (Abeona Therapeutics Inc.)

Incorporation and Good Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure so to qualify or to be in good standing wouldwould not reasonably be expected to, individually singly or in the aggregate, not result in a Material Adverse Effect.

Appears in 1 contract

Samples: Open Market Sale Agreement (Inozyme Pharma, Inc.)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so to qualify or to be in good standing wouldstanding, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse EffectChange.

Appears in 1 contract

Samples: Open Market Sale Agreement (Vaccinex, Inc.)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so to qualify or to could not be in good standing wouldexpected, individually or in the aggregate, not result in to have a Material Adverse EffectChange.

Appears in 1 contract

Samples: Underwriting Agreement (Abeona Therapeutics Inc.)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation and in good standing under the laws of the State of Delaware and has corporate power and corporate authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under under, or as contemplated by, this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure so to qualify or to be in good standing would, individually or in the aggregate, would not result in a Material Adverse EffectChange.

Appears in 1 contract

Samples: Underwriting Agreement (SM Energy Co)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so to qualify qualified or to be in good standing would, individually or in the aggregate, would not result in a Material Adverse Effect.

Appears in 1 contract

Samples: Open Market Sale Agreement (Prometheus Biosciences, Inc.)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus U.S. Prospectuses and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure so to qualify or to be so qualified or in good standing wouldwould not, individually or in the aggregate, not result in have a Material Adverse EffectChange.

Appears in 1 contract

Samples: Open Market Sale Agreement (Neptune Wellness Solutions Inc.)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure so to qualify or to be in good standing wouldso qualified would not, individually or in the aggregate, not result in reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Abm Industries Inc /De/)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so to qualify qualified or to be in good standing would, individually or in the aggregate, would not result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Prometheus Biosciences, Inc.)

Incorporation and Good Standing of the Company. The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure so to qualify or to be so qualified or in good standing wouldwould not reasonably be expected, individually or in the aggregate, not result in to have a Material Adverse Effect.Change. ​

Appears in 1 contract

Samples: Equity Distribution Agreement (Altimmune, Inc.)

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