Incorporation, Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, memorandum and articles of association, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
Incorporation, Organization and Qualification. Each of SBC, SBP, SB Properties and IAC is a corporation duly incorporated, validly existing and in good standing under the law of the jurisdiction of its incorporation, and has the corporate power to own or lease its property and to carry on its business as now being conducted by it. Each of SBC, SBP, SB Properties and IAC is duly qualified to do business as a foreign corporation and is in good standing in every jurisdiction where the nature of the business conducted by it with respect to the Purchased Assets ------------------------- * Confidential treatment has been requested for the language which has been omitted. All such omitted material has been filed separately with the SEC.
Incorporation, Organization and Qualification. The Company and each of its subsidiaries, if any, is a company or other business entity duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its formation (to the extent such concept exists in such jurisdiction) and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a material adverse effect on the assets, business, financial condition, results of operations or future prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).
Incorporation, Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor in default of any of the provisions of its respective certificate or memorandum of association or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, from that set forth in the Registration Statement, the Base Prospectus, any Prospectus Supplement, the Prospectus or the Incorporated Documents, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no “Proceeding” (which for purposes of this Agreement shall mean any action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened) has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
Incorporation, Organization and Qualification. Connetics is a corporation duly incorporated, validly existing and in good standing under the law of Delaware, and has the corporate power to carry on its business as it is now being conducted. Connetics is duly qualified to do business and is in good standing in every jurisdiction where the nature of the business conducted by it with respect to the Purchased Assets or the Product makes such qualification necessary, except in such jurisdictions where the failure to so qualify does not in the aggregate have a material adverse effect on Connetics' business taken as a whole. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Incorporation, Organization and Qualification. Connetics is a corporation duly incorporated, validly existing and in good standing under the law of the jurisdiction of its incorporation, and has the corporate power to own or lease its property and to carry on its business as now being conducted by it. Connetics is duly qualified to do business as a foreign corporation and is in good standing in every jurisdiction where the nature of the business conducted by it with respect to the Purchased Assets or the Products makes such qualification necessary, except in such jurisdictions where the failure to so qualify does not in the aggregate have a material adverse effect on Connetics' business taken as a whole.
Incorporation, Organization and Qualification. Each of the Company and the Subsidiary is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Georgia. Each of the Company and the Subsidiary has full limited liability company power and authority to carry on its business as it is now being conducted and to own or hold under lease the properties and assets it now owns or holds under lease. Each of the Company and the Subsidiary is duly qualified to do business and in good standing (if applicable), in the applicable jurisdictions (which are set forth on Schedule 2.3) in which the character of the properties owned or leased by the Company or the Subsidiary or in which the conduct of its business requires it to be so qualified, except (i) with respect to any required updates to such qualifications with such jurisdictions following the Conversions, and (ii) where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect on the Company or the Subsidiary.
