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Common use of Incorporation and Standing Clause in Contracts

Incorporation and Standing. The Company is, and at the Closing Date will be, duly formed and validly existing in good standing as a corporation under the laws of the State of Delaware and with full power and authority (corporate and other) to own its properties and conduct its business, present and proposed, as described in the Offering Documents; the Company, has full power and authority to enter into this Agreement; and the Company is duly qualified and in good standing as a foreign entity in each jurisdiction in which the failure to so qualify would have a material adverse effect on the Company or its properties.

Appears in 8 contracts

Samples: Placement Agency Agreement (Euroweb International Corp), Placement Agency Agreement (Euroweb International Corp), Placement Agency Agreement (Homecom Communications Inc)

Incorporation and Standing. The Company is, and at the each Closing Date will be, duly formed and validly existing in good standing as a corporation under the laws of the State of Delaware and with full power and authority (corporate and other) to own its properties and conduct its business, present and proposed, as described in the Offering Documents; the Company, has full power and authority to enter into this Agreement; and the Company is duly qualified and in good standing as a foreign entity in each jurisdiction in which the failure to so qualify would have a material adverse effect on the Company or its properties.

Appears in 3 contracts

Samples: Placement Agency Agreement (Bioshield Technologies Inc), Placement Agency Agreement (Bioshield Technologies Inc), Placement Agency Agreement (Bioshield Technologies Inc)

Incorporation and Standing. The Company is, and at the Closing Date will be, duly formed and validly existing in good standing as a corporation under the laws of the State of Delaware and with full power and authority (corporate and other) to own its properties and conduct its business, present and proposed, as described in the Offering Documents; the Company, has full power and authority to enter into this Agreement; , and the Company is duly qualified and in good standing as a foreign entity in each jurisdiction in which the failure to so qualify would have a material adverse effect on the Company or its properties.

Appears in 2 contracts

Samples: Placement Agent Agreement (Techniclone Corp/De/), Placement Agent Agreement (Techniclone Corp/De/)

Incorporation and Standing. The Company is, and at the any Closing Date will be, duly formed and validly existing in good standing as a corporation under the laws of the State of Delaware and with full power and authority (corporate and other) to own its properties and conduct its business, present and proposed, as described in the Offering Documents; the Company, has full power and authority to enter into this Agreement; and the Company is duly qualified and in good standing as a foreign entity in each jurisdiction in which the failure to so qualify would have a material adverse effect on the Company or its properties.

Appears in 1 contract

Samples: Subscription Agreement (Viragen Inc)

Incorporation and Standing. The Company is, and at the Closing Date will be, duly formed and validly existing in good standing as a corporation under the laws of the State of Delaware New Jersey and with full corporate power and authority (corporate and other) to own its properties and conduct its business, present and proposed, as described in the Offering Documents; the Company, has full corporate power and authority to enter into this Agreement; and the Company is duly qualified and in good standing as a foreign entity in each jurisdiction in which the failure to so qualify would have a material adverse effect on the Company or its properties.

Appears in 1 contract

Samples: Placement Agent Agreement (Ea Industries Inc /Nj/)

Incorporation and Standing. The Company is, and at the Closing Date each closing date will be, duly formed and validly existing in good standing as a corporation under the laws of the State its state of Delaware incorporation and with full power and authority (corporate and other) to own its properties and conduct its business, present and proposed, as described in the Offering Documents; the Company, has full power and authority to enter into this Agreement; and the Company is duly qualified and in good standing as a foreign entity in each jurisdiction in which the failure to so qualify would have a material adverse effect on the Company or its properties.

Appears in 1 contract

Samples: Company Subscriber Agreement (Pro Net Link Corp)