Maintain Corporate Status Sample Clauses

Maintain Corporate Status. Seller covenants that it will continue to exist and shall keep and maintain its present corporate status in good standing for a minimum of ten (10) months following the date of Closing. Each of Parent and Seller covenants not to use in any manner the corporate names Netcal, Inc., Distributed Planning Systems Corp., DPSC Software, Inc., DPSC Internet, Inc. or any confusingly similar name (including all related trade names, logos, and marks) after the Closing Date.
Sample 1
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Maintain Corporate Status. Each of the Borrower and Sentry shall --------------------------- maintain, and the Guarantors shall ensure that the Borrower and Sentry maintain, their corporate existence as valid and subsisting corporate entities;
Sample 1
Maintain Corporate Status. The Company will use commercially reasonable efforts to remain a corporation validly subsisting under the laws of its jurisdiction of incorporation, licenced, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and will carry on its business in the ordinary course and in compliance in all material respects with all Applicable Laws of each such jurisdiction, provided that the Company will not be required to comply with this subsection 4(h) following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Company ceases to be an a “reporting issuer” (or equivalent thereof) under Applicable Securities Laws of the Qualifying Jurisdictions so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or the United States or cash, and the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and the policies of the NEO (or such other applicable stock exchange upon which its Common Shares are listed or quoted).
Sample 1

Related to Maintain Corporate Status

  • Corporate Status The Borrower and each Material Subsidiary (a) is a duly organized and validly existing corporation or other entity in good standing under the laws of the jurisdiction of its organization and has the corporate or other organizational power and authority to own its property and assets and to transact the business in which it is engaged and (b) has duly qualified and is authorized to do business and is in good standing (if applicable) in all jurisdictions where it is required to be so qualified, except where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.

  • Indemnification of Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

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