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

Organization and Qualification 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 full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 of the Company Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Eloxx Pharmaceuticals, Inc.)

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Organization and Qualification of the Company. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state State of Delaware and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section Schedule 3.01 of the Company Disclosure Schedules sets forth each jurisdiction in which the Company and each Subsidiary is licensed or qualified to do business, and the Company and each Subsidiary is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary other than necessary, except for failures to qualify in foreign jurisdictions where the failure to be so qualified which are not, individually or in the aggregate would not have a Company Material Adverse Effectaggregate, material.

Appears in 1 contract

Samples: Stock Purchase Agreement (Brady Corp)

Organization and Qualification of the Company. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state State of Delaware and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 5.1 of the Company Disclosure Schedules Schedule sets forth each jurisdiction in which the each Group Company is licensed or qualified to do business, and the each Group Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not have a Company Material Adverse Effectnecessary.

Appears in 1 contract

Samples: Stock Acquisition Agreement (Charge Enterprises, Inc.)

Organization and Qualification of the Company. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state State of Delaware and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently being conducted. Section 3.01 3.02 of the Company Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not have a Company Material Adverse Effectnecessary.

Appears in 1 contract

Samples: Stock Purchase Agreement (Franklin Covey Co)

Organization and Qualification of the Company. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state State of Delaware and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 of the Company Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not have a Company Material Adverse Effectnecessary.

Appears in 1 contract

Samples: Merger Agreement (MassRoots, Inc.)

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Organization and Qualification 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 full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 4.01 of the Company Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not have a Company Material Adverse Effectnecessary.

Appears in 1 contract

Samples: Merger Agreement (VistaGen Therapeutics, Inc.)

Organization and Qualification 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 full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 of the Company Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary other than in jurisdictions necessary, except where the failure to be so qualified will not, individually or in the aggregate would not have aggregate, result in a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Meridian Bioscience Inc)

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