Common use of Organization and Standing; Subsidiaries Clause in Contracts

Organization and Standing; Subsidiaries. (a) The Company is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware and has all requisite corporate power and authority for the ownership and operation of its properties and for the carrying on of its business as now conducted and as now proposed to be conducted. The Company is duly qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions wherein the character of the Company’s property owned or leased, or the nature of the activities conducted by the Company, in such jurisdictions makes such qualification necessary, except for such jurisdictions in which the failure to be so qualified would not reasonably be expected to result, individually or in the aggregate, in any material adverse effect on the business, operations, affairs, or condition (financial or otherwise) of the Company or in its properties or assets taken as a whole (a “Material Adverse Effect”).

Appears in 4 contracts

Samples: Convertible Preferred Stock Purchase Agreement (Collegium Pharmaceutical, Inc), Convertible Preferred Stock Purchase Agreement (Collegium Pharmaceutical, Inc), Convertible Preferred Stock Purchase Agreement (Collegium Pharmaceutical Inc)

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Organization and Standing; Subsidiaries. (a) The Company is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware and has all requisite corporate power and authority for the ownership and operation of its properties and for the carrying on of its business as now conducted and as now proposed to be conducted. The Company is duly licensed or qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions wherein the character of the Company’s property owned or leased, or the nature of the activities conducted conducted, by the Company, in such jurisdictions it makes such licensing or qualification necessary, except for such those jurisdictions in which the failure to be so qualified would not reasonably be expected to resultlicensed or qualified, individually or in the aggregate, in any would not reasonably be expected to have a material adverse effect on the business, operations, affairs, affairs or condition (financial or otherwise) of the Company or in its properties or assets taken as a whole (a “Material Adverse Effect”).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Coley Pharmaceutical Group, Inc.), Stock Purchase Agreement (Coley Pharmaceutical Group, Inc.)

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Organization and Standing; Subsidiaries. (a) The Company is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware Virginia and has all requisite corporate power and authority for the ownership and operation of its properties and for the carrying on of its business as now conducted and as now proposed to be conducted. The Company is duly qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions wherein the character of the Company’s property owned or leased, or the nature of the activities conducted by the Company, in such jurisdictions makes such qualification necessary, except for such jurisdictions in which the failure to be so qualified would not reasonably be expected to result, individually or in the aggregate, in any material adverse effect on the business, operations, affairs, prospects or condition (financial or otherwise) of the Company or in its properties or assets taken as a whole (a “Material Adverse Effect”).

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Collegium Pharmaceutical, Inc)

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