Common use of Organization and Qualification; Subsidiaries Clause in Contracts

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 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 its business as it is now being conducted. The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 5 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (MAP Pharmaceuticals, Inc.)

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Organization and Qualification; Subsidiaries. (a) The Company and each of its Subsidiaries (each a “Company Subsidiary”) Subsidiary is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has all requisite corporate or organizationalother legal entity, as the case may be, power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company and each Company Subsidiary is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 5 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Ch Energy Group Inc), Agreement and Plan of Merger (Central Vermont Public Service 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 business as it is now being currently conducted and as currently planned to be conducted. The Each of the Company and each Company Subsidiary is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the any failure to be so qualified or in good standing, individually or in the aggregate, would has not reasonably be expected to have had a Company Material Adverse Effect.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Emulex Corp /De/), Agreement and Plan of Merger (PLX Technology Inc), Agreement and Plan of Merger (PLX Technology Inc)

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each subsidiary of its Subsidiaries (each a “the Company Subsidiary”) is a corporation or other legal entity duly organized, validly existing and and, to the extent such concept is applicable, in good standing under the Laws of the its respective jurisdiction of its incorporation or organization and has all requisite corporate or organizational, as the case may be, similar power and authority to own, lease and operate its properties and assets and to carry on its business as it presently conducted and is now being conducted. The Company and each Company Subsidiary is duly qualified to do business and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or assets or the present conduct of its business requires such qualification, except in each case where the failure to be so qualified or or, to the extent such concept is applicable, in good standing, individually or in the aggregate, would not have, or reasonably be expected to have have, a Company Material Adverse Effect.

Appears in 3 contracts

Samples: Acquisition Agreement (NCR Corp), Acquisition Agreement (Cardtronics PLC), Acquisition Agreement (Cardtronics PLC)

Organization and Qualification; Subsidiaries. (a) The Each of 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 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 its business as it is now being conducted. The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dreams Inc), Agreement and Plan of Merger (Dreams Inc)

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 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 business as it is now being currently conducted. The Company and each Company Subsidiary is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the any failure to be so qualified or in good standing, individually or in the aggregate, would has not reasonably be expected to have had a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Interclick, Inc.), Agreement and Plan of Merger (Yahoo Inc)

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each of its Subsidiaries (each a “Company Subsidiary”) is a corporation or other legal entity organization duly organized, validly existing and in good standing under the Laws 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 its business as it is now being conducted. The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, would does not reasonably be expected to have result in a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lilly Eli & Co), Agreement and Plan of Merger (Imclone Systems Inc)

Organization and Qualification; Subsidiaries. (a) The Company and each of its Subsidiaries (each a “Company Subsidiary”) Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of the its respective 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 its business as it is now being conducted. The Company and each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualificationqualification or license, except where the failure to be so qualified qualified, licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Agl Resources Inc), Agreement and Plan of Merger (Nicor Inc)

Organization and Qualification; Subsidiaries. (a) The Company and each of its Subsidiaries (each a “Company Subsidiary”) Subsidiary is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing standing, as applicable, under the Laws of the jurisdiction of its incorporation or organization organization. The Company and each Company Subsidiary has all requisite corporate or organizationalother legal entity, as the case may be, power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company and each Company Subsidiary is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, standing would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Midamerican Energy Holdings Co /New/), Agreement and Plan of Merger (Nv Energy, Inc.)

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 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 its business as it is now being conducted. The Company and each Company Subsidiary is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Global Traffic Network, Inc.), Agreement and Plan of Merger (Peco Ii Inc)

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each of its Subsidiaries (each a “Company Subsidiary”) is a corporation or other legal entity duly organized, validly existing and and, to the extent such concept is applicable, in good standing under the Laws of the its respective jurisdiction of its incorporation or organization and has all requisite corporate or organizational, as the case may be, similar power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company presently conducted and each Company Subsidiary is duly qualified to do business and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or assets or the present conduct of its business requires such qualification, except in each case where the failure to be so organized, formed, existing, qualified or or, to the extent such concept is applicable, in good standing, or to have such power or authority, would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Renal Associates Holdings, Inc.), Agreement and Plan of Merger (American Renal Associates Holdings, Inc.)

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Organization and Qualification; Subsidiaries. (a) The Each of the Company and each of its Subsidiaries (each a “Company Subsidiary”) Subsidiary 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 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 its business as it is now being conducted. The Each of the Company and each Company Subsidiary is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Waddell & Reed Financial Inc)

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 business as it is now being currently conducted and as currently planned to be conducted. The Each of the Company and each Company Subsidiary is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the any failure to be so qualified or in good standing, individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Company Material Adverse Effect.

Appears in 1 contract

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

Organization and Qualification; Subsidiaries. (a) The Company Each of Parent, Seller, and each of its Subsidiaries (each a “Company Subsidiary”) the Transferred Entities is a corporation or other legal entity duly organized, validly existing and in good standing (where such status is applicable) under the Laws of the jurisdiction of its incorporation or organization and each has all requisite corporate or organizational, as the case may be, other organizational power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company conducted and each Company Subsidiary is duly licensed or qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except except, where the failure to be so licensed, qualified or in good standingstanding would not reasonably be expected, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Differential Brands Group Inc.)

Organization and Qualification; Subsidiaries. (a) The Company and each of its Subsidiaries (each a “Company Subsidiary”) Subsidiary is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization organization. The Company and each Company Subsidiary has all requisite corporate or organizationalother legal entity, as the case may be, power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company and each Company Subsidiary is duly qualified to do business and is in good standing in each other jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standingstanding would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hansen Medical Inc)

Organization and Qualification; Subsidiaries. (a) The Company and each of its Subsidiaries (each a “Company Subsidiary”) Subsidiary is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has all the requisite corporate or organizationalother legal entity, as the case may be, power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company and each Company Subsidiary is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (UNS Energy 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 business as it is now being currently conducted and as currently planned to be conducted. The Each of the Company and each Company Subsidiary is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the any failure to be so qualified or in good standing, individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Company Material Adverse Effect.. Table of Contents

Appears in 1 contract

Samples: Agreement and Plan of Merger (Integrated Device Technology Inc)

Organization and Qualification; Subsidiaries. (a) The Company and each of its Subsidiaries (each a “Company Subsidiary”) Subsidiary is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has all requisite corporate or organizationalother legal entity, as the case may be, power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company and each Material Company Subsidiary is duly qualified to do business and is in good standing, where applicable, in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Robbins & Myers, Inc.)

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