Common use of Incorporation; Authority Clause in Contracts

Incorporation; Authority. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted. The Company has delivered to LeukoSite complete and correct copies of its Certificate of Incorporation and by-laws, in each case with all amendments thereto, which Certificate of Incorporation and by-laws are in full force and effect.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Leukosite Inc), Agreement and Plan of Merger and Reorganization (Leukosite Inc), Agreement and Plan of Merger and Reorganization (Leukosite Inc)

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Incorporation; Authority. The Company It is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted. The Company It has delivered to LeukoSite complete and correct the other copies of its Certificate certificate of Incorporation incorporation and by-laws, in each case with all amendments thereto, which Certificate of Incorporation thereto and by-laws are as in full force and effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Newsedge Corp), Agreement and Plan of Merger and Reorganization (McLagan Donald L)

Incorporation; Authority. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted. The Company has delivered to LeukoSite ABI complete and correct copies of its Certificate of Incorporation and by-laws, in each case with all amendments thereto, which Certificate of Incorporation and by-laws are in full force and effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Activbiotics Inc)

Incorporation; Authority. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted. The Company has delivered to LeukoSite complete and correct copies of its Certificate of Incorporation and by-laws, in each case with all amendments thereto, which Certificate of Incorporation and by-laws are in full force and effect.

Appears in 1 contract

Samples: 3 Stock Purchase Agreement (Impac Group Inc /De/)

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Incorporation; Authority. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted. The Company has delivered to LeukoSite Buyer complete and correct copies of its Amended Certificate of Incorporation and by-laws, in each case with all amendments thereto, which Certificate of Incorporation and by-laws are in full force and effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Ibasis Inc)

Incorporation; Authority. The Company is a corporation duly ------------- --------- organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now presently conducted. The Company has delivered to LeukoSite Parent complete and correct copies of its Certificate of Incorporation and byBy-laws, in each case with Laws and all amendments thereto, which Certificate of Incorporation and by-laws are in full force and effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Essential Therapeutics Inc)

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