Common use of Organization of Parent and Merger Sub Clause in Contracts

Organization of Parent and Merger Sub. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent and Merger Sub, respectively.

Appears in 2 contracts

Samples: Merger Agreement (Sciquest Inc), Merger Agreement (Mediabin Inc)

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Organization of Parent and Merger Sub. Each of Parent and Merger Sub (i) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation in which it is organized; and (ii) has all requisite the corporate or limited liability company or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to do carry on its business as a foreign corporation, to conduct its business in the manner in which its business is currently now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent and Merger Sub, respectively.

Appears in 2 contracts

Samples: Merger Agreement (Millennium Ethanol, LLC), Merger Agreement (US BioEnergy CORP)

Organization of Parent and Merger Sub. Each of Parent and Merger Sub is a corporation duly organizedcorporation, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent and Merger Sub, respectivelyincorporation.

Appears in 2 contracts

Samples: Merger Agreement (Paychex Inc), Merger Agreement (Pactiv Corp)

Organization of Parent and Merger Sub. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent and Merger Sub, respectivelyincorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gambling.com Group LTD)

Organization of Parent and Merger Sub. Each of Parent and Merger Sub is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent and Merger Sub, respectivelyincorporation.

Appears in 1 contract

Samples: Merger Agreement (Applera Corp)

Organization of Parent and Merger Sub. Each of Parent and Merger Sub is a corporation duly organizedformed, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent and Merger Sub, respectivelyorganization.

Appears in 1 contract

Samples: Merger Agreement (Avanos Medical, Inc.)

Organization of Parent and Merger Sub. Each of Parent and each Merger Sub is a corporation duly organizedor limited liability company, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business it is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent and Merger Sub, respectively.

Appears in 1 contract

Samples: Merger Agreement (Brunswick Corp)

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Organization of Parent and Merger Sub. Each of Parent and Merger Sub is a corporation corporation, duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent and Merger Sub, respectivelyformation.

Appears in 1 contract

Samples: Merger Agreement (Commvault Systems Inc)

Organization of Parent and Merger Sub. Each of Parent is a limited liability company and Merger Sub is a corporation corporation, and each is duly organized, validly existing and in good standing under the laws of the its respective jurisdiction of its incorporation formation and has all requisite corporate power to own, lease and authority, operate its property and all requisite qualifications to carry on its business as now being conducted and is duly qualified or licensed to do business as a foreign corporation, to conduct its business and is in the manner good standing in each jurisdiction in which its business is currently being conducted, except where the failure to be so organized, existing qualified or in good standing or licensed would reasonably be expected to have such power, authority or qualifications would not, individually or in the aggregate, have a Parent Material Adverse Effect on Effect. For purposes of this Agreement, β€œParent and Merger Sub, respectively.Material

Appears in 1 contract

Samples: Merger Agreement (Cellu Tissue Holdings, Inc.)

Organization of Parent and Merger Sub. Each of Parent and Merger Sub is a corporation (or other entity) duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing (or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent and Merger Sub, respectivelyother formation).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medvest Holdings Corp)

Organization of Parent and Merger Sub. Each of Parent and Merger Sub is a corporation (or other entity) duly organized, validly existing existing, and in good standing under the laws Applicable Law of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing (or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent and Merger Sub, respectivelyother formation).

Appears in 1 contract

Samples: Merger Agreement (Patterson Dental Co)

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