Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Silver David S), Agreement and Plan of Merger (Kofax Image Products Inc), Plan and Agreement (Aon Corp)
Organization and Qualification; Subsidiaries. (a) The Each Group Company is a corporation duly organized, validly existing and in good standing (or the equivalent thereof) under the laws of the its respective jurisdiction of its incorporation organization, and has all requisite corporate company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted.
Appears in 5 contracts
Samples: Tax Matters Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), Contribution Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), Contribution Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.)
Organization and Qualification; Subsidiaries. (a) The Each of Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its businesses business as presently it is now being conducted.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Quantum Effect Devices Inc), Agreement and Plan of Reorganization (Microchip Technology Inc), Agreement and Plan (Telcom Semiconductor Inc)
Organization and Qualification; Subsidiaries. (a) The Company and each of its subsidiaries is a corporation or legal entity duly organized, validly existing and (in those jurisdictions in which there is an applicable concept of good standing) in good standing under the laws Laws of the jurisdiction of its incorporation organization and has all requisite corporate corporate, partnership or similar power and authority to own, lease and operate its properties and to carry on its businesses as presently now conducted.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Numerical Technologies Inc), Agreement and Plan of Merger (Synopsys Inc), Agreement and Plan of Merger (Avant Corp)
Organization and Qualification; Subsidiaries. (a) The Company and each of its subsidiaries (as defined in Section 7.10), is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently now being conducted., except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a Company Material Adverse Effect (as defined below). When used in connection with the Company or its subsidiaries, the term "
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ventritex Inc), Agreement and Plan of Merger (St Jude Medical Inc), Agreement and Plan of Merger (St Jude Medical Inc)
Organization and Qualification; Subsidiaries. (a) The 2.1.1 Each of the Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses business as presently now being conducted.
Appears in 3 contracts
Samples: Stock Purchase and Sale Agreement (Chart House Enterprises Inc), Stock Purchase and Sale Agreement (American Access Technologies Inc), Stock Purchase and Sale Agreement (Chart House Investors LLC)
Organization and Qualification; Subsidiaries. (a) The Company is and each of its subsidiaries is, or will be as of the Effective Time, a corporation or legal entity duly organized, validly existing and in good standing under the laws applicable Laws of the jurisdiction of its incorporation or organization and has all requisite corporate corporate, partnership or similar power and authority to own, lease and operate its properties and to carry on its businesses as presently now being conducted.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Category 5 Technologies Inc), Agreement and Plan of Merger (Texas Instruments Inc), Agreement and Plan of Merger (Burr Brown Corp)
Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and and, if applicable in such jurisdiction, in good standing (or the equivalent thereof) under the laws of the jurisdiction State of its incorporation and Vermont. The Company, has all the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses business as presently conducted.
Appears in 3 contracts
Samples: Share Exchange Agreement (Peck Jeffrey), Share Exchange Agreement (Myrick Frederick JR), Share Exchange Agreement (Jensyn Acquisition Corp.)
Organization and Qualification; Subsidiaries. (a) The Each of the Company and the Subsidiaries (defined below in Section 4.1(d)) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the requisite corporate power and authority and any necessary governmental authority and approvals to own, operate or lease and operate its properties and to carry on its businesses as presently conducted.the properties
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Corp), Stockholders Agreement (GRC International Inc)
Organization and Qualification; Subsidiaries. (a) The Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation and has all requisite the corporate power and authority to own, own or lease its property and operate its properties assets and to carry on its businesses business as presently conducted, and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the failure to be so qualified and in good standing would have a Material Adverse Effect with respect to the Company and its Subsidiaries.
Appears in 2 contracts
Samples: Purchase Agreement (L 3 Communications Corp), Employment Agreement (Logimetrics Inc)
Organization and Qualification; Subsidiaries. (a) The Company and each of its subsidiaries is a corporation or legal entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation and has all requisite corporate corporate, partnership or similar power and authority to own, lease and operate its properties and to carry on its businesses as presently now conducted and proposed by the Company to be conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ak Steel Holding Corp), Agreement and Plan of Merger (Chart Industries Inc)
Organization and Qualification; Subsidiaries. (a) The Company and each of its Subsidiaries is a corporation duly organized, organized and validly existing corporation or other entity in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, with all corporate or other entity power and authority to own its properties and conduct its business as currently conducted and is duly qualified and in good standing under the laws as a foreign corporation or entity authorized to do business in each of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted.jurisdictions in which the
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genelabs Technologies Inc /Ca), Agreement and Plan of Merger (Glaxosmithkline PLC)
Organization and Qualification; Subsidiaries. (a) The Company and each of its subsidiaries is a corporation or legal entity duly organized, validly existing and in good standing under the laws applicable Laws of the jurisdiction of its incorporation or organization and has all requisite corporate corporate, partnership or similar power and authority to own, lease and operate its properties and to carry on its businesses as presently now being conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unitrode Corp), Agreement and Plan of Merger (Texas Instruments Inc)
Organization and Qualification; Subsidiaries. (a) The Company is and each of its Subsidiaries is, or will be as of the Effective Time, a corporation or legal entity duly organized, validly existing and in good standing under the laws applicable Laws of the jurisdiction of its incorporation or organization and has all requisite corporate corporate, partnership or similar power and authority to own, lease and operate its properties and to carry on its businesses as presently now being conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prosofttraining Com), Agreement and Plan of Merger (Trinity Learning Corp)
Organization and Qualification; Subsidiaries. (a) The Company and each of its subsidiaries (as hereinafter defined) is a corporation or legal entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or formation and has all requisite corporate corporate, partnership or similar power and authority to own, lease and operate its properties and to carry on its businesses as presently now conducted and proposed by the Company to be conducted.
Appears in 2 contracts
Samples: Defined Terms (Unisource Worldwide Inc), Defined Terms (Georgia Pacific Corp)
Organization and Qualification; Subsidiaries. (a) The Company and each of its Subsidiaries (each a “Company Subsidiary”) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws applicable Law of the jurisdiction of its incorporation or organization and has all requisite corporate or organizational, as the case may be, power and authority to own, lease and operate its properties and assets and to carry on conduct its businesses business as presently currently conducted and as currently planned to be conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Extreme Networks Inc), Agreement and Plan of Merger (Aerohive Networks, Inc)
Organization and Qualification; Subsidiaries. (a) The Company and each of its subsidiaries (as defined in Section 3.1(b)) is a corporation or legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate corporate, partnership or similar power and authority to own, lease and operate its properties and to carry on its businesses as presently now conducted and proposed by the Company to be conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metro Networks Inc), Agreement and Plan of Merger (Westwood One Inc /De/)
Organization and Qualification; Subsidiaries. (a) The Company and each of its subsidiaries is a corporation or legal entity duly organized, validly existing existing, and in good standing under the laws Laws of the jurisdiction of its incorporation or organization and has all requisite corporate corporate, partnership, or similar power and authority to own, lease lease, and operate its properties and to carry on its businesses as presently now conducted and proposed by the Company to be conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Texas Instruments Inc), Agreement and Plan of Merger (Texas Instruments Inc)
Organization and Qualification; Subsidiaries. (a) The Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its businesses business as presently it is now being conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Optical Communication Products Inc), Agreement and Plan of Merger (Oplink Communications Inc)
Organization and Qualification; Subsidiaries. (a) The Each of the Company and each subsidiary of the Company (collectively, the "Company Subsidiaries") is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has all the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its businesses business as presently it is now being conducted., except where the failure to be so organized, existing or in good standing or to have such power,
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Recapitalization (Parthanon Investors Lp), Agreement and Plan of Merger and Recapitalization (Green William S)
Organization and Qualification; Subsidiaries. (a) The Each of the Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently now being conducted., except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a Material Adverse Effect (as defined below) on the Company. When used in connection with the Company or its subsidiaries, the term "
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nichols Research Corp /Al/), Agreement and Plan of Merger (Computer Sciences Corp)
Organization and Qualification; Subsidiaries. (a) The Each of the Company and each of its Significant Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the requisite corporate power and authority and any necessary governmental approvals to own, lease and operate its properties and to carry on its businesses as presently conducted.operate
Appears in 1 contract
Samples: Agreement and Plan of Merger (Franks Nursery & Crafts Inc)
Organization and Qualification; Subsidiaries. (a) The Company and each of its Significant Subsidiaries (as hereinafter defined) is a corporation duly organized, validly existing and in good standing under the laws of the its state or jurisdiction of its incorporation and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its businesses as presently conducted.,
Appears in 1 contract
Samples: First Amended and Restated Agreement and Plan of Merger (Fisher Scientific International Inc)
Organization and Qualification; Subsidiaries. (a) The Company and each of its subsidiaries (as hereinafter defined) is a corporation or legal entity duly organized, validly existing and in good standing (where such concept is recognized) under the laws Laws of the jurisdiction of its incorporation or formation and has all requisite corporate corporate, partnership or similar power and authority to own, lease and operate its properties and to carry on its businesses as presently now conducted and proposed by the Company to be conducted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (O2wireless Solutions Inc)
Organization and Qualification; Subsidiaries. (a) The Company and each of its subsidiaries is a corporation or legal entity duly organized, validly existing existing, and in good standing under the laws Laws of the jurisdiction of its incorporation or organization and has all requisite corporate corporate, partnership, or similar power and authority to own, lease lease, and operate its properties and to carry on its businesses as presently conducted.its
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integrated Sensor Solutions Inc)
Organization and Qualification; Subsidiaries. (a) The Company is a corporation limited liability company, duly organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its incorporation and organization. The Company has all the requisite corporate limited liability company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Exela Technologies, Inc.)
Organization and Qualification; Subsidiaries. (a) The Company and each of its subsidiaries, is a corporation or legal entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation and has all requisite corporate corporate, partnership or similar power and authority to own, lease and operate its properties and to carry on its businesses as presently now conducted and proposed by the Company to be conducted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Comverse Technology Inc/Ny/)
Organization and Qualification; Subsidiaries. (a) The Company and each of its subsidiaries is a corporation or legal entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or organization and has all requisite corporate corporate, partnership or similar power and authority to own, lease and operate its properties and to carry on its businesses as presently now conducted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Texas Instruments Inc)
Organization and Qualification; Subsidiaries. (a) The Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation incorporation, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses business as presently conducted.now
Appears in 1 contract
Organization and Qualification; Subsidiaries. (a) The Except as set forth on Schedule 3.01(a), the Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and incorporation, has all requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses business as presently conductedit is now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification necessary.
Appears in 1 contract
Samples: Agreement and Plan of Merger (State Financial Services Corp)
Organization and Qualification; Subsidiaries. (a) The Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses business as presently now being conducted and as proposed to be conducted.
Appears in 1 contract
Organization and Qualification; Subsidiaries. (a) The Company and each of its Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its businesses business as presently it is now being conducted, except as set forth on the attached Subsidiary Schedule.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Michael Foods Inc /Mn)
Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all corporate requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its businesses business as presently it is now being conducted.
Appears in 1 contract
Organization and Qualification; Subsidiaries. (a) The Each of the Company and each subsidiary of the Company (each a "Subsidiary") is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization and has all the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its businesses as presently conducted.operate
Appears in 1 contract
Organization and Qualification; Subsidiaries. (a) The Each of the Company and its Subsidiaries is a corporation duly organized, validly existing existing, and in good standing under the laws of the jurisdiction of its incorporation and has all the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted.and
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hyperion Partners Ii Lp)
Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and (to the extent such concept exists under the laws of its jurisdiction of incorporation) is in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently now being conducted.
Appears in 1 contract
Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation in which it is organized and has all the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses business as presently now being conducted.
Appears in 1 contract
