Common use of Organization of the Company Clause in Contracts

Organization of the Company. 4.03(a). The Companies are corporations duly organized, validly existing and in good standing under the laws of the State of California and has the corporate power and authority to carry on business as presently conducted.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Premier Axium Asp Inc), Agreement and Plan of Reorganization (Premier Axium Asp Inc)

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Organization of the Company. 4.03(a). The Companies are corporations Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and California. The Company has the all requisite corporate power and authority to carry on conduct its business as it is presently being conducted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Chicago Pizza & Brewery Inc), Stock Purchase Agreement (Assi Inc)

Organization of the Company. 4.03(a). The Companies are corporations Company is a limited liability company duly organized, organized and validly existing and in good standing under the laws of the State of California and California, has the corporate full power and authority to own and operate its property and to carry on its business as presently 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. 4.03(a). The Companies are corporations Company is a corporation ---------------------------- duly organized, validly organized and existing and in good standing under the laws of the State of California and has the all requisite corporate power authority to own its properties and authority to carry on its business as presently now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned 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. 4.03(a). The Companies are corporations Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and California. The Company has the corporate power to own its properties and authority to carry on its business as presently now being conducted. 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 business requires 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. 4.03(a). The Companies are corporations Company is a corporation duly organized, validly organized and existing and in good standing under the laws of the State of California and has the all requisite corporate power authority to own its properties and authority to carry on its business as presently now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned 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. 4.03(a). The Companies are corporations Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and California. The Company has the corporate power to own its properties and authority to carry on its business as presently conductednow being conducted and 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 result in a Material Adverse Change on the Company. 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 1 contract

Samples: Agreement and Plan of Merger (Peoplesoft Inc)

Organization of the Company. 4.03(a). The Companies are corporations Company is a corporation duly organized, validly incorporated and existing and in good standing under the laws of the State of California and has the all requisite corporate power authority to own its properties and authority to carry on its business as presently now being conducted.. The Company does not have any subsidiaries and does not own more that

Appears in 1 contract

Samples: Credit Agreement (Planet Polymer Technologies Inc)

Organization of the Company. 4.03(a). The Companies are corporations Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and California. The Company has the corporate power to own its properties and authority to carry on its business as presently now being conducted. The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the 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 Articles 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. 4.03(a). The Companies are corporations Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and California. The Company has the corporate power to own its properties and authority to carry on its business as presently currently conducted and as currently contemplated to be conducted.. The Company is duly qualified or licensed to do business and in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified or 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. 4.03(a). The Companies are corporations Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and California. The Company has the corporate power to own its properties and authority to carry on its business as presently now being conducted.. The

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Commerce One Inc)

Organization of the Company. 4.03(a). The Companies are corporations Company is a corporation duly organized, validly --------------------------- organized and existing and in good standing under the laws of the State of California and has the all requisite corporate power authority to own its properties and authority to carry on its business as presently now being conducted. Except as set forth in the SEC Documents, the Company does not have any subsidiaries. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned 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 (Team Communications Group Inc)

Organization of the Company. 4.03(a). The Companies are corporations Company is a corporation duly organized, validly existing existing, and in good standing under the Laws of California. The Company is duly licensed, qualified, or admitted to do business and is in good standing in all jurisdictions in which it is required to be so qualified, licensed or admitted to do business by the laws thereof. The Seller has furnished to the Purchaser true and complete copies of the articles of incorporation and the by-laws of the State of California and has the corporate power and authority to carry on business as presently conductedCompany, including all amendments thereto.

Appears in 1 contract

Samples: Stock Acquisition Agreement (Zenith National Insurance Corp)

Organization of the Company. 4.03(a). The Companies are corporations Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and California. The Company has the corporate power to own its properties and authority to carry on its business as presently now being conducted. The Company is duly qualified to do business and is in good standing in each jurisdiction in which the conduct of its 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 its counsel.

Appears in 1 contract

Samples: Stock Purchase Agreement (Vital Living Inc)

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Organization of the Company. 4.03(a). The Companies are corporations Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of California and has the corporate all requisite power and authority to own, lease and operate its properties and to carry on its business as presently now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned 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: Equity Purchase Agreement (2050 Motors, Inc.)

Organization of the Company. 4.03(a). 3.1.1 The Companies are corporations Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of California and has with the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as presently conductednow being conducted therein. Except as set forth on Schedule 3.1, 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 any Person.

Appears in 1 contract

Samples: Stock Purchase Agreement (Penton Media Inc)

Organization of the Company. 4.03(a). The Companies are corporations Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California California. Copies of the Articles of Incorporation and has Bylaws of the corporate power Company, and authority all amendments thereto, heretofore delivered to carry on Buyer are accurate and complete as of the date hereof and are currently in effect without further amendment thereto, except as set forth therein. The Company is not duly qualified or licensed to do business as presently conducteda foreign corporation in good standing in any other State.

Appears in 1 contract

Samples: Stock Purchase Agreement (Schuff Steel Co)

Organization of the Company. 4.03(a). The Companies are corporations Company is a corporation duly --------------------------- organized, validly existing and in good standing under the laws of the State of California and California. The Company has the corporate power to own its properties and authority to carry on its business as presently now being conducted. The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified would be material. 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 1 contract

Samples: Agreement and Plan of Reorganization (Goto Com Inc)

Organization of the Company. 4.03(a). The Companies are corporations Company is duly organized, validly existing and in good standing under the laws of the State of California and has the full corporate power and authority to carry on conduct its business as it is presently conductedbeing conducted and to own, lease and use its properties and assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Imperial Bancorp)

Organization of the Company. 4.03(a). The Companies are corporations Company is duly organized, validly existing and in good standing as a corporation under the laws of the State of California and has the full corporate power and authority to carry on conduct its business as it is presently being conducted. The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction where the nature of its business or its ownership or use of property makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect on the Company.

Appears in 1 contract

Samples: Execution Copy (American Home Mortgage Holdings Inc)

Organization of the Company. 4.03(a). The Companies are corporations Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and California. The Company has the corporate power to own its properties and authority to carry on its business as presently now being conducted.. The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified would materially and adversely affect the Company. The Company has delivered a true and correct copy of its 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. 4.03(a). The Companies are corporations Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has the corporate full power and authority to own, lease and operate its properties and to carry on its business as presently now being conducted. The Company is duly qualified or otherwise authorized as a foreign corporation to 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 Schedule 3.1.

Appears in 1 contract

Samples: Agreement of Merger (Ashland Inc)

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