Common use of Organization of Parent Clause in Contracts

Organization of Parent. (a) Parent and each of its subsidiaries 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.

Appears in 8 contracts

Samples: Common Stock and Warrant Agreement (Neoforma Com Inc), Common Stock and Warrant Agreement (Neoforma Com Inc), Common Stock and Warrant Agreement (Neoforma Com Inc)

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Organization of Parent. (a) Parent and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and incorporation; has all requisite the corporate power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to carry on its business as now being conducted and as proposed to be conducted; and is duly qualified to do business and in good standing as a foreign corporation, to conduct its business corporation in the manner each jurisdiction 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 qualified would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Parent.

Appears in 7 contracts

Samples: Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (Komag Inc /De/)

Organization of Parent. (a) Parent and each of its corporate subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and incorporation; has all requisite the corporate power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to carry on its business as now being conducted and as proposed to be conducted; and is duly qualified to do business and in good standing as a foreign corporation, to conduct its business corporation in the manner each jurisdiction 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 notqualified, individually or in the aggregate, would have a Material Adverse Effect (as defined in Section 8.3) on Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Aclara Biosciences Inc), Agreement and Plan of Merger and Reorganization (Virologic Inc)

Organization of Parent. (a) Parent and each of its subsidiaries 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.all

Appears in 1 contract

Samples: Common Stock and Warrant Agreement (Neoforma Com Inc)

Organization of Parent. (a) Each of Parent and each of its subsidiaries the Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and incorporation; has all requisite the corporate power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to carry on its business as now being conducted and as proposed to be conducted; and is duly qualified to do business and in good standing as a foreign corporation, to conduct its business corporation in the manner each jurisdiction 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 qualified would not, individually or in the aggregate, have a Material Adverse Effect on Parent.(as defined in Section 9.3)

Appears in 1 contract

Samples: Plan and Agreement of Merger (Avocent Corp)

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Organization of Parent. (a) Parent and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and incorporation; has all requisite the corporate power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to carry on its business as now being conducted and as proposed to be conducted; and is duly qualified to do business and in good standing as a foreign corporation, to conduct its business corporation in the manner each jurisdiction 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 qualified would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Matria Healthcare Inc)

Organization of Parent. (a) Each of Parent and each of its subsidiaries the Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and incorporation; has all requisite the corporate power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to carry on its business as now being conducted and as proposed to be conducted; and is duly qualified to do business and in good standing as a foreign corporation, to conduct its business corporation 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.each

Appears in 1 contract

Samples: Plan and Agreement of Merger (Equinox Systems Inc)

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