Organization of Acquiror and Sub. Each of Acquiror and its Subsidiaries, including Sub, is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and has all requisite corporate power to own, lease and operate its property and to carry on its business as now being conducted and is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the failure to be so qualified or licensed would have a Material Adverse Effect on Acquiror or Sub. The authorized capital stock of Sub consists of 1,000 shares of Common Stock, all of which are issued and outstanding and are held by Acquiror.
Appears in 3 contracts
Samples: Plan of Merger (Softbank America Inc), Merger Agreement (Yahoo Inc), Merger Agreement (Yahoo Inc)
Organization of Acquiror and Sub. Each of Acquiror and its Subsidiaries, including Sub, is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and has all requisite corporate power to own, lease and operate its property and to carry on its business as now being conducted and is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the failure to be so qualified or licensed would have a Material Adverse Effect on Acquiror or Sub. The authorized capital stock of Sub consists of 1,000 shares of Common Stock, all of which are issued and outstanding outstanding, duly paid and nonassessable and are held owned by AcquirorAcquiror free and clear of all liens, charges and encumbrances.
Appears in 2 contracts
Samples: Merger Agreement (Yahoo Inc), Merger Agreement (Yahoo Inc)
Organization of Acquiror and Sub. Each of Acquiror and its -------------------------------- Subsidiaries, including Sub, is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and has all requisite corporate power to own, lease and operate its property and to carry on its business as now being conducted and is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the failure to be so qualified or licensed would have a Material Adverse Effect on Acquiror or Sub. The authorized capital stock of Sub consists of 1,000 shares of Common Stock, all of which are issued and outstanding outstanding, duly paid and nonassessable and are held owned by AcquirorAcquiror free and clear of all liens, charges and encumbrances.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metawave Communications Corp), Merger Agreement (Loudeye Technologies Inc)