Common use of Organization; Good Standing Clause in Contracts

Organization; Good Standing. (a) Parent. Parent (i) is duly organized, validly existing and in good standing pursuant to the laws of its jurisdiction of organization; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.

Appears in 13 contracts

Samples: Agreement and Plan of Merger (HireRight Holdings Corp), Agreement and Plan of Merger (Carrols Restaurant Group, Inc.), Agreement and Plan of Merger (Restaurant Brands International Limited Partnership)

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Organization; Good Standing. (a) Parent. Parent (i) is duly organized, validly existing and in good standing pursuant to the laws Laws of its jurisdiction of organization; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.

Appears in 13 contracts

Samples: Agreement and Plan of Merger (Mandiant, Inc.), Agreement and Plan of Merger (Medallia, Inc.), Agreement and Plan of Merger (PRGX Global, Inc.)

Organization; Good Standing. (a) Parent. Parent (i) is duly organizedorganized or formed, validly existing and in good standing pursuant to the laws Laws of its jurisdiction of organizationorganization or formation; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (Transphorm, Inc.)

Organization; Good Standing. (a) Parent. Parent (i) is duly organized, validly existing and in good standing pursuant to the laws of its jurisdiction of organization; organization and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (RealPage, Inc.), Agreement and Plan of Merger (Mobileiron, Inc.), Agreement and Plan of Merger (Instructure Inc)

Organization; Good Standing. (a) Parent. Parent (i) is duly organized, validly existing and in good standing pursuant to the laws Laws of its jurisdiction of organization; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets, except where the failure to be in such good standing, or to have such power or authority, would not prevent or materially delay the ability of Parent to consummate the Merger.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Activision Blizzard, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Linkedin Corp)

Organization; Good Standing. (a) Parent. Parent (i) is a corporation duly organized, validly existing and in good standing pursuant to the laws of its jurisdiction of organizationDGCL; and (ii) has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Fuller Max L), Agreement and Plan of Merger (Us Xpress Enterprises Inc), Agreement and Plan of Merger (Knight-Swift Transportation Holdings Inc.)

Organization; Good Standing. (a) Parent. Parent (i) is duly organized, validly existing and in good standing pursuant to the laws Laws of its jurisdiction of organization; organization and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (True Wind Capital, L.P.), Agreement and Plan of Merger (Zix Corp), Agreement and Plan of Merger (Open Text Corp)

Organization; Good Standing. (a) Parent. Parent (i) is duly organized, validly existing and in good standing pursuant to the laws Laws of its jurisdiction of organization; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets, except in the case of clause (ii) as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Diversey Holdings, Ltd.), Agreement and Plan of Merger (Cision Ltd.)

Organization; Good Standing. (a) Parent. Parent (i) is duly organized, validly existing and in good standing pursuant to the laws of its jurisdiction of organization; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets., except where the failure to have such power or authority would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger or the ability of Parent to fully perform its covenants and obligations pursuant to this Agreement. 48 (b)

Appears in 1 contract

Samples: Agreement and Plan of Merger (Squarespace, Inc.)

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Organization; Good Standing. (a) Parent. Parent (i) is duly organizedincorporated, validly existing and in good standing pursuant to the laws Laws of its jurisdiction of organization; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Natus Medical Inc)

Organization; Good Standing. (a) Parent. Parent (i) is duly organized, validly existing and in good standing pursuant to the laws of its jurisdiction of organization; and (ii) has the requisite power and authority to conduct its business as it is presently Table of Contents being conducted and to own, lease or operate its properties and assetsassets and (iii) represents and warrants as to the matters disclosed in Section 4.1(a) of the Parent Disclosure Letter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Apptio Inc)

Organization; Good Standing. (a) Parent. Parent (i) is duly organized, validly existing and in good standing pursuant to under the laws of its jurisdiction of organization; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chico's Fas, Inc.)

Organization; Good Standing. (a) Parent. Parent Parent: (i) is duly organized, validly existing and in good standing pursuant to the laws Laws of its jurisdiction the State of organizationDelaware; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Organization; Good Standing. (a) Parent. Parent (i) is duly organized, validly existing and in good standing pursuant to the laws Laws of its jurisdiction of organization; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assetsassets as such properties and assets are presently being owned, leased or operated.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sierra Oncology, Inc.)

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