Organization of Parent and Merger Sub. Each of Parent and Merger Sub (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; (ii) has the corporate or other power and authority to own, lease and operate its assets and property and to carry on its business as now being conducted; and (iii) except as would not be material to Parent, is duly qualified or licensed to do business in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary.
Appears in 3 contracts
Samples: Merger Agreement (Progress Software Corp /Ma), Merger Agreement (Art Technology Group Inc), Merger Agreement (Progress Software Corp /Ma)
Organization of Parent and Merger Sub. Each of Parent and Merger Sub (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; and (ii) has the all requisite corporate or other power and authority to own, lease and operate its assets and property properties and to carry on its business as now being conducted; conducted except, in the case of clause (ii) for those authorizations, qualifications and (iii) except as licenses, the absence of which would not be material to Parentnot, is duly qualified individually or licensed to do business in each jurisdiction where the character of the properties ownedaggregate, leased or operated by it or the nature of its activities makes such qualification or licensing necessaryhave a Material Adverse Effect on Parent and Merger Sub, respectively.
Appears in 2 contracts
Samples: Merger Agreement (Yahoo Inc), Merger Agreement (Inktomi Corp)
Organization of Parent and Merger Sub. Each of Parent and Merger Sub (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; (ii) has the corporate or other power and authority to own, lease and operate its assets and property and to carry on its business as now being conducted; and (iii) except as would not be material to Parent, is duly qualified or licensed to do business in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary.A-17
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Transcend Therapeutics Inc), Merger Agreement (Keravision Inc /Ca/)
