Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 172 contracts
Samples: Standby Equity Distribution Agreement, Committed Equity Facility Agreement (Solar Wind Energy Tower, Inc.), Committed Equity Facility Agreement (Solar Wind Energy Tower, Inc.)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 150 contracts
Samples: Stock Purchase Agreement (Grom Social Enterprises, Inc.), Stock Purchase Agreement (ETAO International Co., Ltd.), Drawdown Equity Financing Agreement
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is within ten (10) days of the date hereof will be in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 25 contracts
Samples: Equity Line of Credit Agreement (Communication Intelligence Corp), Equity Line of Credit Agreement (Cardinal Communications, Inc), Equity Line of Credit Agreement (Cyberlux Corp)
Organization and Qualification. The Company is duly incorporated or organized and incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeEffect.
Appears in 14 contracts
Samples: Committed Equity Facility Agreement, Committed Equity Facility Agreement (Artec Global Media, Inc.), Committed Equity Facility Agreement (Growlife, Inc.)
Organization and Qualification. The Company is a corporation duly incorporated or organized and organized, validly existing and in good standing under the laws of its jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified to do business as a foreign corporation to do business and is in good standing in every each jurisdiction in which the nature of the business conducted by it makes such qualification necessaryis required, except to the extent that where the failure to be so qualified or be in good standing qualify would not individually or in the aggregate have a Material Adverse Effect material adverse effect on the financial condition, results of operations, properties or business of the Company and its subsidiaries taken as a whole.
Appears in 11 contracts
Samples: Stock Purchase Agreement (NaturalNano , Inc.), Stock Purchase Agreement (Infinium Labs Inc), Securities Purchase Agreement (National Filing Agents Inc)
Organization and Qualification. The Company is duly incorporated or organized and incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite in which it is incorporated, with full power and authority (corporate power and other) to own own, lease, use and operate its properties and to carry on its business as and where now being owned, leased, used, operated and conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that where the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeEffect.
Appears in 10 contracts
Samples: Securities Purchase Agreement (Sonus Pharmaceuticals Inc), Securities Purchase Agreement (Sonus Pharmaceuticals Inc), Securities Purchase Agreement (Isonics Corp)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its their properties and to carry on its their business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 10 contracts
Samples: Equity Line of Credit Agreement (Pacel Corp), Equity Line of Credit Agreement (European Micro Holdings Inc), Equity Line of Credit Agreement (Condor Capital Inc)
Organization and Qualification. The Company is duly -------------------------------- incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 7 contracts
Samples: Standby Equity Distribution Agreement (Falcon Natural Gas Corp), Standby Equity Distribution Agreement (Falcon Natural Gas Corp), Standby Equity Distribution Agreement (Donobi Inc)
Organization and Qualification. The Company is duly incorporated or organized and incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite in which it is incorporated, with full corporate power and authority corporate power to own own, lease, use and operate its properties and to carry on its business as and where now being owned, leased, used, operated and conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that where the failure to be so qualified or be in good standing in each such jurisdiction would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeEffect.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Aksys LTD), Securities Purchase Agreement (Navistar International Corp), Securities Purchase Agreement (Midwest Express Holdings Inc)
Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite corporate power and authority corporate power to own its properties and to carry on its business as now being presently conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect material adverse effect on the Company and its subsidiaries taken as a whole.
Appears in 7 contracts
Samples: Common Stock Purchase Agreement (U.S. Helicopter CORP), Common Stock Purchase Agreement (U.S. Helicopter CORP), Common Stock Purchase Agreement (Samama Global Corp.)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries (if any) is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Las Vegas Railway Express, Inc.), Securities Purchase Agreement (Stragenics, Inc.), Securities Purchase Agreement (First Liberty Power Corp)
Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization formation, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken Effect, as a wholedefined below.
Appears in 5 contracts
Samples: Securities Purchase Agreement (EZRaider Co.), Securities Purchase Agreement (Cur Media, Inc.), Securities Purchase Agreement (Cur Media, Inc.)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeEffect.
Appears in 5 contracts
Samples: Standby Equity Distribution Agreement (Power of the Dream Ventures Inc), Standby Equity Distribution Agreement (Startech Environmental Corp), Standby Equity Distribution Agreement (Advanced Life Sciences Holdings, Inc.)
Organization and Qualification. The Company is duly -------------------------------- incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its their properties and to carry on its their business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 4 contracts
Samples: Equity Line of Credit Agreement (Forefront Inc), Equity Line of Credit Agreement (Flexxtech Corp), Equity Line of Credit Agreement (Forefront Inc)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 4 contracts
Samples: Stock Purchase Agreement (SMX (Security Matters) Public LTD Co), Stock Purchase Agreement (SMX (Security Matters) Public LTD Co), Stock Purchase Agreement (SMX (Security Matters) Public LTD Co)
Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite corporate power and authority corporate power to own its properties and to carry on its business as now being presently conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect material adverse effect on the Company and its subsidiaries taken as a whole.
Appears in 4 contracts
Samples: Common Stock Purchase Agreement (International Financial Advisors, K.S.C.), Common Stock Purchase Agreement (U.S. Helicopter CORP), Securities Purchase Agreement (U.S. Helicopter CORP)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is within ten (10) days of the date hereof will be in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.makes
Appears in 3 contracts
Samples: Equity Line of Credit Agreement (Neomedia Technologies Inc), Equity Line of Credit Agreement (Neomedia Technologies Inc), Equity Line of Credit Agreement (Neomedia Technologies Inc)
Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect material adverse effect on the Company and its subsidiaries taken as a wholeCompany.
Appears in 3 contracts
Samples: Purchase Agreement (Cobra Oil & Gas CO), Purchase Agreement (Cobra Oil & Gas CO), Purchase Agreement (Cobra Oil & Gas CO)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite corporate power and corporate authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 3 contracts
Samples: Periodic Equity Investment Agreement (Cereplast Inc), Periodic Equity Investment Agreement (Cereplast Inc), Periodic Equity Investment Agreement (Roaming Messenger Inc)
Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization formation and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken Effect, as a wholedefined below.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Wetouch Technology Inc.), Securities Purchase Agreement (PureBase Corp), Securities Purchase Agreement (PureBase Corp)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so -8- qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 2 contracts
Samples: Standby Equity Distribution Agreement (Headliners Entertainment Group, Inc.), Standby Equity Distribution Agreement (Headliners Entertainment Group, Inc.)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or to be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries subsidiary taken as a whole.
Appears in 2 contracts
Samples: Standby Equity Distribution Agreement (Bioheart, Inc.), Standby Equity Distribution Agreement (Omagine, Inc.)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 2 contracts
Samples: Drawdown Equity Financing Agreement (Polar Petroleum Corp.), Drawdown Equity Financing Agreement (Polar Petroleum Corp.)
Organization and Qualification. The Company is a corporation duly incorporated or organized organized, validly existing, and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization incorporation, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every each jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect material adverse effect on the Company. The Company and its subsidiaries taken as a wholehas no subsidiaries.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (American Millennium Corp Inc), Convertible Note Purchase Agreement (American Millennium Corp Inc)
Organization and Qualification. The Company is duly -------------------------------- incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its their properties and to carry on its their business as now being conducted. Each of the Company Forefront and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 2 contracts
Samples: Equity Line of Credit Agreement (Forefront Inc), Equity Line of Credit Agreement (Forefront Inc)
Organization and Qualification. The Company is and each of its Subsidiaries has been duly incorporated or organized and is validly existing in good standing under the laws of its respective jurisdiction of its incorporation or organization and has all incorporation, with the requisite power and authority corporate power to own its properties and to carry on conduct its business as now being currently conducted. Each of the Company and its subsidiaries is Subsidiaries has been duly qualified as a foreign corporation to do or organization for the transaction of business and is in good standing in every under the laws of each other jurisdiction in which the nature of the its properties or business conducted by it makes requires such qualification necessaryqualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.be
Appears in 2 contracts
Samples: Investment Agreement (Builders FirstSource, Inc.), Investment Agreement (Building Products, LLC)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite corporate power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 2 contracts
Samples: Standby Equity Distribution Agreement (Knobias, Inc.), Standby Equity Distribution Agreement (Cintel Corp)
Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries has no subsidiaries. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect material adverse effect on the Company and its subsidiaries taken as a wholeCompany.
Appears in 2 contracts
Samples: Securities Purchase Agreement (U.S. Helicopter CORP), Securities Purchase Agreement (U.S. Helicopter CORP)
Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that where the failure to be so qualified or be qualify is not reasonably likely to result in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeChange.
Appears in 2 contracts
Samples: Warrant Agreement (Source Interlink Companies Inc), Warrant Agreement (Source Interlink Companies Inc)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 2 contracts
Samples: Equity Line of Credit Agreement (Innovative Gaming Corp of America), Equity Line of Credit Agreement (Whitemark Homes Inc)
Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the where such failure to be so qualified qualify or to be in good standing would not have a Material Adverse Effect material adverse effect on the Company and its subsidiaries business or assets of the Company, taken as a whole.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Hypercom Corp), Warrant Agreement (Hypercom Corp)
Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite power and authority corporate power to own its their properties and to carry on its their business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect material adverse effect on the Company and its subsidiaries taken as a whole.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Newgold Inc), Securities Purchase Agreement (Newgold Inc)
Organization and Qualification. The Each of the Company and its subsidiaries is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its their properties and to carry on its their business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 2 contracts
Samples: Placement Agent Agreement (Blagman Media International Inc), Placement Agent Agreement (Blagman Media International Inc)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its their properties and to carry on its their business as now being conducted. Each of the Company and its subsidiaries is or will duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 2 contracts
Samples: Equity Line of Credit Agreement (Pick Ups Plus Inc), Equity Line of Credit Agreement (Pick Ups Plus Inc)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries subsidiary taken as a whole.
Appears in 2 contracts
Samples: Standby Equity Distribution Agreement (Startech Environmental Corp), Standby Equity Distribution Agreement (Startech Environmental Corp)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole. Section 4.2.
Appears in 1 contract
Samples: Reserve Equity Financing Agreement
Organization and Qualification. The Company is a corporation duly incorporated or ------------------------------ organized and validly existing in under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that necessary and where the failure so to be so qualified or be in good standing qualify would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeEffect.
Appears in 1 contract
Organization and Qualification. The Company is duly ------------------------------ incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 1 contract
Samples: Standby Equity Distribution Agreement (Roanoke Technology Corp)
Organization and Qualification. The Company is duly incorporated or organized and incorporated, validly existing and in good standing under the jurisdiction laws of its place of incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeEffect.
Appears in 1 contract
Samples: Note Purchase Agreement (EZTD Inc)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.. Section 4.02
Appears in 1 contract
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole. 9 <PAGE> Section 4.
Appears in 1 contract
Samples: Equity Line of Credit Agreement
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeEffect.
Appears in 1 contract
Samples: Equity Investment Agreement (Valmie Resources, Inc.)
Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect material adverse effect on the Company and its subsidiaries taken as a whole.
Appears in 1 contract
Organization and Qualification. The Company is a corporation duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which they are incorporated, and has all have the requisite power and authority corporate power to own its their properties and to carry on its their business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect material adverse effect on the Company and its subsidiaries taken as a whole.
Appears in 1 contract
Samples: Securities Purchase Agreement (Bioshield Technologies Inc)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries subsidiary taken as a whole.
Appears in 1 contract
Samples: Standby Equity Distribution Agreement (Marshall Edwards Inc)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company Company, CombiMatrix and its subsidiaries Subsidiaries, is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 1 contract
Samples: Standby Equity Distribution Agreement (Acacia Research Corp)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction of its incorporation or organization in which it is incorporated, and has all the requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect material adverse effect on the Company and its subsidiaries taken as a whole.
Appears in 1 contract
Samples: Securities Purchase Agreement (Nuwave Technologies Inc)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all the requisite corporate power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 1 contract
Samples: Facility Agreement (WorldSpace, Inc)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 1 contract
Samples: Standby Equity Distribution Agreement (Roomlinx Inc)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 1 contract
Samples: Standby Equity Distribution Agreement (Rxi Pharmaceuticals Corp)
Organization and Qualification. The Company is a corporation duly incorporated or organized and organized, validly existing and in good standing under the laws of its jurisdiction of its incorporation or organization and has all requisite formation, with full power and authority corporate power to own own, lease, use and operate its properties and to carry on its business as and where now being owned, leased, used, operated and conducted. Each of the The Company and its subsidiaries has no Subsidiaries. The Company is duly qualified to conduct business as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the where such failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a wholeEffect.
Appears in 1 contract
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 1 contract
Samples: Standby Equity Distribution Agreement (Supertel Hospitality Inc)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite corporate power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect material adverse effect on the Company and its subsidiaries taken as a whole.
Appears in 1 contract
Samples: Standby Equity Distribution Agreement (Atc Healthcare Inc /De/)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the The Company and its subsidiaries taken as a whole.
Appears in 1 contract
Samples: Drawdown Equity Financing Agreement (Amerilithium Corp.)
Organization and Qualification. The Each of the Company is and its Subsidiaries (as defined below) has been duly incorporated or organized and is validly existing in good standing under the laws of its respective jurisdiction of its incorporation or organization and has all formation, with the requisite power and authority corporate power to own its properties and to carry on conduct its business as now being currently conducted. Each of the Company and its subsidiaries is Subsidiaries has been duly qualified as a foreign corporation to do or organization for the transaction of business and is in good standing in every under the laws of each other jurisdiction in which the nature of the it owns or leases properties or conducts any business conducted by it makes so as to require such qualification necessaryqualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.the
Appears in 1 contract
Samples: Investment Commitment Agreement (Quantum Corp /De/)
Organization and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 1 contract
Samples: Drawdown Equity Financing Agreement (Portage Resources Inc.)
Organization and Qualification. The Company is duly -------------------------------- incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 1 contract
Organization and Qualification. The Company is duly incorporated incor- porated or organized and validly existing in the jurisdiction of its incorporation incor- poration or organization and has all requisite power and authority corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole.
Appears in 1 contract
Samples: Standby Equity Distribution Agreement (Headliners Entertainment Group, Inc.)
