Common use of Organization and Qualification; Authority Clause in Contracts

Organization and Qualification; Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company (i) is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary and (ii) has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to be so qualified, licensed or in good standing or have such corporate power and authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Medimmune Inc /De), Agreement and Plan of Merger (Astrazeneca PLC)

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Organization and Qualification; Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company (i) is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary and (ii) has all the requisite corporate power and authority to own, operate, operate and lease and encumber its properties and carry on its business as now conducted, except where the failure to be so qualified, licensed or in good standing or have such corporate power and authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Myriad Pharmaceuticals, Inc.), Agreement and Plan of Merger (Javelin Pharmaceuticals, Inc)

Organization and Qualification; Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. The Company (i) is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws Laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary and (ii) has all the requisite corporate power and authority to own, operate, operate and lease and encumber its properties and carry on its business as now conducted, except where the failure to be so qualified, licensed or in good standing or have such corporate power and authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Javelin Pharmaceuticals, Inc)

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Organization and Qualification; Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareOregon. The Company (ia) is duly qualified or licensed to do business as a foreign corporation and is is, to the extent applicable, in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary and (iib) has all the requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to be so qualified, licensed or in good standing or have such corporate power and authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has previously provided or made available to Parent complete and correct copies of the Company Charter and Company Bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (EnergyConnect Group Inc)

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