Organization and Standing; Certificate and Bylaws. The Company is a corporation duly organized and existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has requisite corporate power to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted. The Company is not qualified to do business as a foreign corporation in any jurisdiction and such qualification is not presently required.
Appears in 8 contracts
Samples: Series C Preferred Stock Purchase Agreement (Healtheon Corp), Series C Preferred Stock Purchase Agreement (Healtheon Corp), Securities Purchase Agreement (Healtheon Corp)
Organization and Standing; Certificate and Bylaws. The Company is a corporation duly organized and existing underorganized, validly existing, and by virtue of, in good standing under the laws of the State of Delaware and is in good standing under such lawsDelaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, assets and to carry on its business as presently conducted and as proposed to be conducted. The Company is not qualified to do business as a foreign corporation in any each jurisdiction and in which such qualification is required and where failure to be so qualified would not presently requiredhave a material adverse effect on the Company's business as now conducted or as proposed to be conducted.
Appears in 4 contracts
Samples: Agreement I (Bioject Medical Technologies Inc), Joint Development Agreement (Bioject Medical Technologies Inc), Agreement I (Bioject Medical Technologies Inc)
Organization and Standing; Certificate and Bylaws. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted conducted, and as proposed is in good standing in each jurisdiction where the failure to be conducted. The Company is not qualified to do so qualify would have a material adverse effect on its business as a foreign corporation in any jurisdiction and such qualification is not presently requiredor properties.
Appears in 3 contracts
Samples: Series D Preferred Stock Purchase Agreement (Technology Crossover Management Iv LLC), Series C Preferred Stock Purchase Agreement (Technology Crossover Management Iv LLC), Series E Non Voting Preferred Stock and Warrant Purchase Agreement (Technology Crossover Management Iv LLC)
Organization and Standing; Certificate and Bylaws. The Company is a corporation duly organized and existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conductedbusiness. The Company is not presently qualified to do business as a foreign corporation in any each jurisdiction and such qualification is not presently requiredwhere the failure to be so qualified would have a material adverse effect on the Company's business, operating results or financial condition (a "Material Adverse Effect").
Appears in 3 contracts
Samples: Series D Preferred Stock Purchase Agreement (Tredegar Corp), Series C Preferred Stock Purchase Agreement (Superconductor Technologies Inc), Series C Preferred Stock Purchase Agreement (Hillman Co)
Organization and Standing; Certificate and Bylaws. The Company is a corporation duly organized and existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has requisite corporate power and authority to own and operate its properties and assets, assets and to carry on its business as presently currently conducted and as proposed to be conducted. The Company is not currently qualified to do business in each state in which the failure to be so qualified would have a material adverse effect on the Company’s business as a foreign corporation in any jurisdiction now conducted and such qualification is not presently requiredas proposed to be conducted.
Appears in 2 contracts
Samples: Debenture Purchase Agreement, Debenture Purchase Agreement (Wilshire Financial Services Group Inc)
Organization and Standing; Certificate and Bylaws. The Company is a corporation duly organized and existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted. The Company is not presently qualified to do business as a foreign corporation in any each jurisdiction and such qualification is not presently requiredwhere the failure to be so qualified would have a material adverse effect on the Company's business as now conducted.
Appears in 1 contract
Samples: Series C Preferred Stock Purchase Agreement (Participate Com Inc)
Organization and Standing; Certificate and Bylaws. The Company is ------------------------------------------------ a corporation duly organized and existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has the requisite corporate power to own and operate its properties and assets, assets and to carry on its business as presently conducted and as proposed to be conducted. The Company is not qualified to do business as a foreign corporation in any jurisdiction and such qualification is not presently required.
Appears in 1 contract
Samples: Convertible Note and Warrant Purchase Agreement (Curon Medical Inc)
