Common use of Organization; Good Standing; Qualification Clause in Contracts

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”).

Appears in 7 contracts

Samples: Note and Warrant Purchase Agreement (Miso Robotics, Inc.), Senior Secured Promissory Note (Miso Robotics, Inc.), Senior Secured Promissory Note (Miso Robotics, Inc.)

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Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware and Delaware. The Company has all requisite corporate full power and authority to own and operate its properties and assets, and to carry on its business as presently currently conducted and as currently proposed to be conducted. The Company is duly qualified and is authorized to transact do business and is in good standing as a foreign corporation in each jurisdiction all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so qualify would not have a material adverse effect on the Company or its business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”).

Appears in 3 contracts

Samples: Warrant Purchase Agreement (Air South Airlines Inc), Warrant Purchase Agreement (Vanguard Airlines Inc \De\), Warrant Purchase Agreement (Vanguard Airlines Inc \De\)

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently now conducted and as presently proposed to be conducted. The Company is duly qualified , to transact business execute and is in good standing in each jurisdiction in which deliver this Agreement and to issue and sell the failure to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”)Common Stock.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Van Nuys Studios Inc), Stock Purchase Agreement (1st Step Inc), Stock Purchase Agreement (1st Step Inc)

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently now conducted and as presently proposed to be conducted. The Company is duly qualified and is authorized to transact business and is in good standing as a foreign corporation in each jurisdiction in which it presently conducts business and in which the failure to be so qualify qualified would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Progressive Corp/Oh/), Stock Purchase Agreement (Xl Group PLC)

Organization; Good Standing; Qualification. The Company Company: (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware; (ii) has all requisite corporate the power and authority to own, lease and operate its properties and carry on its business as presently conducted now conducted; and as proposed to be conducted. The Company (iii) is duly qualified qualified, licensed to transact do business and is in good standing as a foreign corporation in each jurisdiction in which where the failure to be so qualify would qualified or licensed could reasonably be expected to have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”).

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Avinger Inc), Note and Warrant Purchase Agreement (Avinger Inc)

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently now conducted and as proposed to be conductedexecute and deliver this Agreement. The Company is duly qualified qualified, is authorized to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure so to so qualify would have a material adverse effect on the its business, assets (including intangible assets)properties, liabilitiesprospects, or financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”).

Appears in 1 contract

Samples: Common Stock and Option Purchase Agreement (Diedrich Coffee Inc)

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Corporate Law and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conductedbusiness. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Omeros Corp)

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”)effect.

Appears in 1 contract

Samples: Investment Agreement (Xethanol Corp)

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Organization; Good Standing; Qualification. The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conductedDelaware. The Company is duly qualified and is authorized to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse effect on the Company’s business, assets properties or financial condition (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”).

Appears in 1 contract

Samples: Common Stock and Warrant Purchase Agreement (First Avenue Networks Inc)

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on the its business, assets (including intangible assets), liabilities, financial condition, propertyproperties, prospects or results of operations of the Company (such a “Material Adverse Effect”)financial condition.

Appears in 1 contract

Samples: Stock Repurchase Agreement (ComHear, Inc.)

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conductedDelaware. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so qualify would not have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”Effect (as hereinafter defined).

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Acacia Research Corp)

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing and in good standing under under, and by virtue of, the laws of the State of Delaware and Delaware, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently now conducted and as proposed to be conducted. The Company is duly currently not qualified to transact business and is as a foreign corporation in good standing in each jurisdiction in which the any other jurisdictions. The failure to so qualify would to transact business will not have a material adverse effect effect, however, on the business, assets Company's business (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”as currently conducted).

Appears in 1 contract

Samples: Stock Purchase Agreement (Universal Broadband Networks Inc)

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