Organization of Parent. Each of Parent and Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its 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 as proposed to be conducted. Each of Parent and Purchaser is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified would have a Parent Material Adverse Effect. As used in this Agreement, a "PARENT MATERIAL ADVERSE EFFECT" shall mean an effect that materially impairs the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement. Purchaser was formed solely for the purpose of completing the Offer and effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Offer and the Merger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Barnes & Noble Inc), Agreement and Plan of Merger (Electronics Boutique Holdings Corp), Agreement and Plan of Merger (Funco Inc)
