Common use of Organization and Authority of the Company Clause in Contracts

Organization and Authority of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the full power, right and authority to enter into and perform this Agreement in accordance with its terms and to own, lease and operate its properties as it now does and to carry on its business as it is presently being conducted.

Appears in 6 contracts

Samples: Standstill Agreement (Manhattan Bagel Co Inc), Equity Restructuring Agreement (Manhattan Bagel Co Inc), Standstill Agreement (Manhattan Bagel Co Inc)

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Organization and Authority of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State state of Delaware and Delaware. The Company has the full power, right requisite corporate power and authority to enter into and perform this Agreement in accordance with and each of the Ancillary Agreements to which it is or will be a party, carry out its terms obligations hereunder and thereunder and, subject to obtaining the Stockholder Consent, to consummate the Merger and to own, lease consummate the transactions contemplated hereby and operate its properties as it now does each of the Ancillary Agreements (including all power and authority to carry on its business as it is presently being conductedconsummate the transactions set forth in this Agreement).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (GXS Worldwide, Inc.), Agreement and Plan of Merger (Open Text Corp)

Organization and Authority of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has the full power, right corporate power and authority to enter into and perform this Agreement in accordance with its terms and to own, lease and operate its properties as it now does and to (a) carry on its business in all material respects as it is presently being conducted.currently conducted and (b) enter into this Agreement and the other agreements and instruments referred to in this Agreement that the Company and/or the

Appears in 1 contract

Samples: Stock Purchase Agreement (Primedia Inc)

Organization and Authority of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware [***] and has the full power, right corporate power and authority to enter into and perform this Agreement in accordance with its terms and to own, operate or lease the properties and operate its properties as assets now owned, operated or leased by it now does and to carry on its business as it has been and is presently being currently conducted.

Appears in 1 contract

Samples: Share Purchase Agreement (Odyssey Marine Exploration Inc)

Organization and Authority of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws law of the State of Delaware Virginia and has the full power, right corporate power and authority to enter into and perform this Agreement in accordance with its terms and to own, lease and operate its properties as it now does and to carry on its business as it is presently being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Network Event Theater Inc)

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Organization and Authority of the Company. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has the full power, right corporate power and authority to enter into and perform this Agreement in accordance with its terms and to own, operate, or lease the properties and operate its properties as assets now owned, operated, or leased by it now does and to carry on its business as it has been and is presently being currently conducted.

Appears in 1 contract

Samples: Secondary Preferred Stock Purchase Agreement (GameSquare Holdings, Inc.)

Organization and Authority of the Company. The Company is a corporation ----------------------------------------- duly organized, organized and validly existing and in good standing under the laws of Delaware. The performance of this Agreement by the State Company will not conflict with or result in any breach of Delaware and law, statute, ordinance, regulation or decree of any governmental, regulatory or judicial body or entity. The Company has the full powercapacity, right power and authority to enter into make, execute, deliver and perform this Agreement and the transactions contemplated hereby. When this Agreement is executed and delivered by the Company, it shall constitute a valid and binding obligation of the Company in accordance with its terms and to own, lease and operate its properties as it now does and to carry on its business as it is presently being conductedterms.

Appears in 1 contract

Samples: Exchange Agreement (Golfsmith International Holdings Inc)

Organization and Authority of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has the full power, right power and authority to enter into and perform this Agreement in accordance with its terms and to own, lease and operate its properties as it now does and to carry out its obligations hereunder, and to consummate the Transactions. The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder, and the consummation by the Company of the Transactions have been duly authorized by all requisite corporate action on its business as it is presently being conductedthe part of the Company.

Appears in 1 contract

Samples: Assignment and Termination Agreement (Veritiv Corp)

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