Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Alaska Air Group, Inc.), Agreement and Plan of Merger (Jetblue Airways Corp), Agreement and Plan of Merger (Jetblue Airways Corp)
Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Each subsidiary of the Company has been duly organized, and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Brazil Interactive Media, Inc.), Agreement and Plan of Merger (Brazil Interactive Media, Inc.), Agreement and Plan of Merger (Naturewell Inc)
Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Each of the Company's subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation.
Appears in 3 contracts
Samples: Acceleration and Exchange Agreement (Grand Union Co /De/), Acceleration and Exchange Agreement (Trefoil Investors Ii Inc), Acceleration and Exchange Agreement (Grand Union Co /De/)
Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State of DelawareDelaware and has the requisite corporate or similar power and authority to own, lease and operate its properties and assets and carry on its business as it is now being conducted. The Company has made available to Parent, prior to the execution of this Agreement, a true and complete copy of the Company’s certificate of incorporation and bylaws, as amended to the date of this Agreement, which are in full force and effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Grail, LLC), Agreement and Plan of Merger (Grail, LLC), Agreement and Plan of Merger (Illumina, Inc.)
Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of Delaware. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, and to enter into this Agreement and the Registration Rights Agreement, and to perform its obligations hereunder and thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Berkshire Realty Co Inc /De), Securities Purchase Agreement (Futurelink Corp)
Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of DelawareDelaware 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cooper Companies Inc), Agreement and Plan of Merger (Ocular Sciences Inc /De/)
Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of DelawareDelaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted and proposed by the Company to be conducted.
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Organization and Qualification; Subsidiaries. (a) )...... The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of DelawareDelaware and has all requisite power and authority to own, lease and operate its properties and to carry on the Business as now being conducted. The Company has heretofore delivered to Acquisition Sub or Buyer accurate and complete copies of the Certificate of Incorporation and Bylaws (or similar governing documents), as currently in effect, of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Special Devices Inc /De)
Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of DelawareDelaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as it is described in the SEC Filings. The Company is duly qualified to transact business and is in good standing in each jurisdiction applicable to the Company or its business, except such jurisdictions in which the failure to so qualify would have a Material Adverse Effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Compass Minerals International Inc)
Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of Delaware. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, and to enter into this Agreement the Registration Rights Agreement, and the Company Warrants and to perform its obligations hereunder and thereunder.
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Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of Delaware. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, and to enter into this Agreement, the Registration Rights Agreement and the Company Warrants and to perform its obligations hereunder and thereunder.
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