Common use of Organization; Good Standing; No Subsidiaries Clause in Contracts

Organization; Good Standing; No Subsidiaries. The Company has been duly incorporated and is validly existing as entities in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its respective properties and conduct its respective businesses as described in the Preliminary Prospectus, and has been duly qualified as foreign corporations for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure so to qualify or be in good standing would not have a Material Adverse Change (as defined in Section 2(f)(i)). The Company is not in violation or default of any of the provisions of its certificate of incorporation, bylaws or other organizational or charter documents. The Company does not have any direct or indirect subsidiaries.

Appears in 7 contracts

Samples: Underwriting Agreement (HeartBeam, Inc.), Underwriting Agreement (HeartBeam, Inc.), Underwriting Agreement (Aditxt, Inc.)

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Organization; Good Standing; No Subsidiaries. The Company has been duly incorporated and is validly existing as entities in good standing under the laws of the State of DelawareNevada, with power and authority to own, lease and operate its respective properties and conduct its respective businesses as described in the Preliminary Prospectus, and has been duly qualified as foreign corporations corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure so to qualify or be in good standing would not have a Material Adverse Change (as defined in Section 2(f)(i)). The Company is not in violation or default of any of the provisions of its certificate of incorporation, bylaws or other organizational or charter documents. The Other than [______], the Company does not have any direct or indirect subsidiaries.

Appears in 4 contracts

Samples: Underwriting Agreement (THUMZUP MEDIA Corp), Underwriting Agreement (THUMZUP MEDIA Corp), Underwriting Agreement (Arch Therapeutics, Inc.)

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Organization; Good Standing; No Subsidiaries. The Company has been duly incorporated and is validly existing as entities an entity in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its respective properties and conduct its respective businesses business as described in the Preliminary Prospectus, and has been duly qualified as foreign corporations for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure so to qualify or be in good standing would not have a Material Adverse Change (as defined in Section 2(f)(i)). The Company is not in violation or default of any of the provisions of its certificate of incorporation, bylaws or other organizational or charter documents. The Company does not have any direct or indirect subsidiariessubsidiaries except for V2ACT Therapeutics, LLC.

Appears in 1 contract

Samples: Underwriting Agreement (Genelux Corp)

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