Organization, Qualification and Power. Each GTY Party (i) is duly organized or incorporated validly existing and in good standing under the Laws of the State of Delaware, State of Massachusetts or Grand Cayman, (ii) has the requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and (iii) is duly licensed or qualified to conduct its business, and if applicable, is in good standing under the Laws of each jurisdiction in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, in each case, except where the failure to be so organized or incorporated or existing, to have such power or authority, or if applicable, to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GTY Technology Holdings Inc.), Agreement and Plan of Merger (GTY Technology Holdings Inc.)
Organization, Qualification and Power. Each GTY Party (i) is duly organized or incorporated incorporated, validly existing and in good standing under the Laws of Massachusetts, Delaware or the State of DelawareCayman Islands, State of Massachusetts or Grand Caymanas applicable, (ii) has the requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and (iii) is duly licensed or qualified to conduct its business, and if applicable, is in good standing under the Laws of each jurisdiction in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, in each case, except where the failure to be so organized or organized, incorporated or existing, to have such power or authority, or if applicable, to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GTY Technology Holdings Inc.), Agreement and Plan of Merger (GTY Technology Holdings Inc.)
Organization, Qualification and Power. Each GTY Party (i) is duly organized or incorporated incorporated, validly existing and in good standing under the Laws laws of the State its jurisdiction of Delaware, State of Massachusetts or Grand Caymanincorporation, (ii) has the requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and (iii) is duly licensed or qualified to conduct its business, and if applicable, is in good standing under the Laws of each jurisdiction in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, in each case, except where the failure to be so organized or incorporated or existing, to have such power or authority, or if applicable, to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Arrangement Agreement (GTY Technology Holdings Inc.)
Organization, Qualification and Power. Each GTY Party (i) is duly organized or incorporated organized, validly existing and in good standing under the Laws of the Cayman Islands, the State of Delaware, Delaware or the State of Massachusetts or Grand CaymanMassachusetts, (ii) has the requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and (iii) is duly licensed or qualified to conduct its business, and if applicable, is in good standing under the Laws of each jurisdiction in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, in each case, except where the failure to be so organized or incorporated or existing, to have such power or authority, or if applicable, to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Unit Purchase Agreement (GTY Technology Holdings Inc.)
Organization, Qualification and Power. Each GTY Party (ia) is duly organized or incorporated organized, validly existing and in good standing under the Laws of the State of Delaware, State of Massachusetts or Grand Cayman, (iib) has the requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and (iiic) is duly licensed or qualified to conduct its business, and if applicable, is in good standing under the Laws of each jurisdiction in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, in each case, except where the failure to be so organized or incorporated or existing, to have such power or authority, or if applicable, to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectbe materially adverse to such GTY Party.
Appears in 1 contract
Samples: Share Purchase Agreement (GTY Technology Holdings Inc.)