Organization and Good Standing; Subsidiaries. (a)The Company (i) is a corporation that is duly organized, validly existing, and in good standing under the Law of the State of Delaware, (ii) has corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as currently conducted, and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased, or operated by it or the nature of its business makes such qualification or licensing necessary except, with respect to clause (iii), where the failure to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.)
Organization and Good Standing; Subsidiaries. (a)The a) The Company (i) is a corporation that is duly organized, validly existing, and in good standing under the Law of the State of Delaware, (ii) has corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as currently conducted, and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased, or operated by it or the nature of its business makes such qualification or licensing necessary except, with respect to clause (iii), where the failure to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Zynerba Pharmaceuticals, Inc.)
Organization and Good Standing; Subsidiaries. (a)The a) The Company (i) is a corporation that is duly organized, validly existing, existing and in good standing under the Law of the State of Delaware, (ii) has corporate power and authority to own, lease, lease and operate its properties and assets and to conduct its business as currently conducted, conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased, leased or operated by it or the nature of its business makes such qualification or licensing necessary necessary, except, with respect to clause (iii), where the failure to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Concert Pharmaceuticals, Inc.), Agreement and Plan of Merger (Forma Therapeutics Holdings, Inc.)
Organization and Good Standing; Subsidiaries. (a)The a) The Company (i) is a corporation that is duly organized, validly existing, existing and in good standing under the Law of the State of Delaware, (ii) has corporate power and authority to own, lease, lease and operate its properties and assets and to conduct its business as currently conducted, conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased, leased or operated by it or the nature of its business as currently conducted makes such qualification or licensing necessary necessary, except, with respect to clause (iii), where the failure to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Deciphera Pharmaceuticals, Inc.)