Organization of the Company. The Company is a limited liability company duly organized and validly existing in good standing under the laws of the State of California, has full power and authority to own and operate its property and to carry on its business as now being conducted, and is duly qualified to do business in each jurisdiction in which the nature of its property or business requires.
Appears in 2 contracts
Samples: Management Rights Purchase Agreement (Symbion Inc/Tn), Management Rights Purchase Agreement (Symbion Inc/Tn)
Organization of the Company. The Company is a limited liability company corporation ---------------------------- duly organized and validly existing in good standing under the laws of the State of California, California and has full power and all requisite corporate authority to own and operate its property properties and to carry on its business as now being conducted, and . The Company is duly qualified as a foreign corporation to do business and is in each good standing in every jurisdiction in which the nature of its the business conducted or property or business requiresowned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Staruni Corp), Credit Agreement (Staruni Corp)
Organization of the Company. The Company is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of California, . The Company has full the corporate power and authority to own and operate its property properties and to carry on its business as now being conducted, and . The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the nature of its property or business requiresrequires it by law to be so qualified. The Company has delivered a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to Parent.
Appears in 2 contracts
Samples: Voting Agreement (Cypress Semiconductor Corp /De/), Voting Agreement (Cypress Semiconductor Corp /De/)
Organization of the Company. The Company is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of California, . The Company has full all requisite corporate power and authority to own and operate its property and to carry on conduct its business as now it is presently being conducted, and is duly qualified to do business in each jurisdiction in which the nature of its property or business requires.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Chicago Pizza & Brewery Inc), Stock Purchase Agreement (Assi Inc)
Organization of the Company. The Company is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of California, . The Company has full the corporate power and authority to own and operate its property properties and to carry on its business as now being currently conducted and as currently contemplated to be conducted, and . The Company is duly qualified or licensed to do business and in good standing as a foreign corporation in each jurisdiction in which the nature of its property failure to be so qualified or business requires.licensed would not reasonably be expected to have a Material Adverse Effect on the
Appears in 1 contract
Samples: Agreement and Plan (Lsi Logic Corp)
Organization of the Company. The Company is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of California, . The Company has full the corporate power and authority to own and operate its property properties and to carry on its business as now being conducted, conducted and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature failure to be so qualified would result in a Material Adverse Change on the Company. The Company has delivered a true and correct copy of its property or business requiresArticles of Incorporation and Bylaws, each as amended to date, to Parent.
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Organization of the Company. The Company is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of California, . The Company has full the corporate power and authority to own and operate its property properties and to carry on its business as now being conducted, and is duly qualified to do business in each jurisdiction in which the nature of its property or business requires.. The
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Commerce One Inc)
Organization of the Company. 3.1.1 The Company is a limited liability company corporation duly organized and incorporated, validly existing and in good standing under the laws of the State of California, has full California with the requisite corporate power and authority to own own, lease and operate its property properties and to carry on its business as now being conductedconducted therein. Except as set forth on Schedule 3.1, and is duly qualified to do business the Company does not own, directly or indirectly, any capital stock or other equity securities of any Person or have any direct or indirect equity or ownership interest in each jurisdiction in which the nature of its property or business requiresany Person.
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Organization of the Company. The Company is a limited liability company corporation duly organized incorporated and validly existing in good standing under the laws of the State of California, California and has full power and all requisite corporate authority to own and operate its property properties and to carry on its business as now being conducted, . The Company does not have any subsidiaries and is duly qualified to do business in each jurisdiction in which the nature of its property or business requires.does not own more that
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Organization of the Company. The Company (a) is a limited liability company corporation duly organized and --------------------------- organized, validly existing and in good standing under the laws of the State of California; (b) is qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except where failure to so qualify would not have a material adverse effect upon the Company's business, its properties or its financial condition; and (c) has full all necessary corporate power and authority to own and operate its property and to carry on its business as it is now being conducted, conducted and is duly qualified to do business in each jurisdiction in which the nature of own or lease and operate its property or business requiresproperties and assets.
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Organization of the Company. The Company is a limited liability company duly organized and organized, validly existing and in good standing as a corporation under the laws of the State of California, California and has full corporate power and authority to own and operate its property and to carry on conduct its business as now it is presently being conducted, and . The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which where the nature of its business or its ownership or use of property or business requiresmakes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect on the Company.
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Samples: Execution Copy (American Home Mortgage Holdings Inc)
Organization of the Company. The Company is a California limited liability company company, duly organized and organized, validly existing and in good standing under the laws of the State of California, has full power and authority to own and operate its property and to carry on its business as now being conducted, California and is duly qualified and authorized to do business in each jurisdiction in which all other states where required to be qualified and authorized, except where the nature of its property or business requiresfailure to obtain such qualification will not have a Company Material Adverse Effect (as defined below).
Appears in 1 contract
Samples: Agreement and Plan of Exchange (Brightstar Information Technology Group Inc)
Organization of the Company. The Company is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of California, . The Company has full the corporate power and authority to own and operate its property properties and to carry on its business as now being conducted, and . The Company is duly qualified to do business and is in good standing in each jurisdiction in which the nature conduct of its property business requires it to be qualified. The Company has delivered a true and correct copy of its Articles of Incorporations and Bylaws, as amended to date, to the Purchaser or business requiresits counsel.
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Organization of the Company. The Company is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of California, . The Company has full the corporate power and authority to own and operate its property properties and to carry on its business as now being conducted, and . The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the nature failure to be so qualified would materially and adversely affect the Company. The Company has delivered a true and correct copy of its property or business requires.Articles of Incorporation and Bylaws, each as amended to date, to Parent. 2.2
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Organization of the Company. The Company is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of California, California and has full power and authority to own own, lease and operate its property properties and to carry on its business as now being conducted, and . The Company is duly qualified or otherwise authorized as a foreign corporation to do transact business and is in good standing in all jurisdictions in which it is conducting its business (except where the failure to so qualify would not have a material adverse effect on the Company) and each jurisdiction wherein the Company is qualified or authorized is set forth in which the nature of its property or business requiresSchedule 3.1.
Appears in 1 contract
Samples: Agreement of Merger (Ashland Inc)
Organization of the Company. The Company is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of California, California and has full power and all requisite corporate authority to own and operate its property properties and to carry on its business as now being conducted, and . The Company is duly qualified as a foreign corporation to do business and is in each good standing in every jurisdiction in which the nature of its the business conducted or property or business requiresowned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Staruni Corp)
Organization of the Company. The Company is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of California, . The Company has full the corporate power and authority to own and operate its property properties and to carry on its business as now being conducted, and . The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the nature failure to be so qualified would have a Material Adverse Effect on the Company. The Company has delivered a true and correct copy of its property or business requiresArticles of Incorporation and Bylaws, each as amended to date, to Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Organization of the Company. The Company is a limited liability company corporation duly organized and validly existing and in good standing under the laws of the State of California, California and has full all requisite power and authority to own own, lease and operate its property properties and to carry on its business as now being conducted, and . The Company is duly qualified as a foreign corporation to do business and is in each good standing in every jurisdiction in which the nature of its the business conducted or property or business requiresowned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect.
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Organization of the Company. The Company is a limited liability company corporation duly organized and --------------------------- organized, validly existing and in good standing under the laws of the State of California, . The Company has full the corporate power and authority to own and operate its property properties and to carry on its business as now being conducted, and . The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the nature failure to be so qualified would be material. The Company has delivered a true and correct copy of its property or business requiresArticles of Incorporation and Bylaws, each as amended to date, to Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Goto Com Inc)
Organization of the Company. The Company is a limited liability company corporation duly --------------------------- organized and validly existing in good standing under the laws of the State of California, California and has full power and all requisite corporate authority to own and operate its property properties and to carry on its business as now being conducted. Except as set forth in the SEC Documents, and the Company does not have any subsidiaries. The Company is duly qualified as a foreign corporation to do business and is in each good standing in every jurisdiction in which the nature of its the business conducted or property or business requiresowned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect.
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