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”). (b) The Company does not have any Subsidiaries. The Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise, or (C) any assets comprising the business or obligations of any other corporation, partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity.
Appears in 4 contracts
Samples: Series C Convertible Preferred Stock Purchase Agreement (Collegium Pharmaceutical, Inc), Series B Convertible Preferred Stock Purchase Agreement (Collegium Pharmaceutical, Inc), Series B Convertible Preferred Stock Purchase Agreement (Collegium Pharmaceutical Inc)
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”).
(b) The Company does not have any Subsidiaries. The Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or corporation, (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise, or (C) any assets comprising the business or obligations of any other corporation, partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity.
Appears in 1 contract
Samples: Series D Convertible Preferred Stock Purchase Agreement (Collegium Pharmaceutical, Inc)
