Common use of Organization and Qualification; Company Subsidiaries Clause in Contracts

Organization and Qualification; Company Subsidiaries. (a) Each of the Company and each Company Subsidiary is a corporation, exempted company, limited liability company or other legal entity validly existing and in good standing (or equivalent concept to the extent applicable) under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except, in the case of each Company Subsidiary, where the failure to be so validly existing and in good standing would not have a Company Material Adverse Effect. Each of the Company and each Company Subsidiary is duly qualified or licensed as a foreign legal entity to do business, and is in good standing, 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 for such failures to be so qualified or licensed and in good standing that would not have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Pall Corp)

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Organization and Qualification; Company Subsidiaries. (a) Each of the Company and each Company Subsidiary is a corporation, exempted company, limited liability company or other legal entity duly organized and validly existing and in good standing (or equivalent concept to the extent applicable) under the laws Laws of the its jurisdiction of its organization and has the all requisite corporate or other entity power and authority to own, lease and operate its properties and to carry on its business as it is now being presently conducted, exceptexcept (other than with respect to the Company’s due organization and valid existence) as would not, individually or in the case of each Company Subsidiaryaggregate, where the failure to be so validly existing and in good standing would not have a Company Material Adverse Effect. Each of the Company and each Company Subsidiary is duly qualified or licensed as a foreign legal entity to do business, and is in good standingstanding (where such concept is recognized under applicable Law), 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 for such failures to be so qualified or licensed and in good standing that would not not, individually or in the aggregate, have a Company Material Adverse Effect. True and complete copies of the Company Charter and the Company Bylaws, in each case as in effect on the date of this Agreement, are included in the SEC Documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bojangles', Inc.)

Organization and Qualification; Company Subsidiaries. (a) Each of the Company and each Company Subsidiary is a corporation, exempted company, limited liability company or other legal entity validly existing and in good standing (or equivalent concept to the extent applicable) under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except, in the case of each Company Subsidiary, where the failure to be so validly existing and in good standing would not have a Company Material Adverse Effect. Each of the Company and each Company Subsidiary is duly qualified or licensed as a foreign legal entity to do business, and is in good standing, in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that as would not have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Arctic Cat Inc)

Organization and Qualification; Company Subsidiaries. (a) Each of the Company and each Company Subsidiary is a corporation, exempted company, limited liability company or other legal entity duly organized, validly existing and in good standing (or equivalent concept to the extent applicable) under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, exceptexcept (other than with respect to the Company’s due organization, in the case of each Company Subsidiaryvalid existence, good standing and power and authority) where the failure to be so duly organized, validly existing and in good standing would not have a Company Material Adverse Effect. Each of the Company and each Company Subsidiary is duly qualified or licensed as a foreign legal entity to do business, and is in good standing, 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 for such failures to be so qualified or licensed and in good standing that would not have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WebMD Health Corp.)

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Organization and Qualification; Company Subsidiaries. (a) Each of the Company and each Company Subsidiary is a corporation, exempted company, limited liability company or other legal entity validly existing and in good standing (or equivalent concept to the extent applicable) under the laws Laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except, in the case of each Company Subsidiary, where the failure to be so validly existing and in good standing would not have a Company Material Adverse Effect. Each of the Company and each Company Subsidiary is duly qualified or licensed as a foreign legal entity to do business, and is in good standing, 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 for such failures to be so qualified or licensed and in good standing that would not have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wausau Paper Corp.)

Organization and Qualification; Company Subsidiaries. (a) Each of the The Company and each Company Subsidiary is a corporation, exempted company, limited liability company or other legal entity validly existing and in good standing (or equivalent concept to the extent applicable) under the laws Laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except, in the case of each Company Subsidiary, where the failure to be so validly existing and in good standing would not have a Company Material Adverse Effect. Each of the Company and each Company Subsidiary is duly qualified or licensed as a foreign legal entity to do business, and is in good standing, in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that as would not have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Exa Corp)

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