Common use of Organization; Qualification Clause in Contracts

Organization; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of its organization. The Company has the corporate power and authority to own all of its properties and assets and to carry on the business as presently conducted and is qualified as a foreign corporation in any jurisdiction where the failure to be so qualified would have a Material adverse effect on the Company, its business or operations.

Appears in 8 contracts

Samples: Exchange Agreement (Wellness Center USA, Inc.), Exchange Agreement (Wellness Center USA, Inc.), Exchange Agreement (Wellness Center USA, Inc.)

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Organization; Qualification. The Company (a) is a corporation duly organized, validly existing and in good standing under the laws of the state of its organization. The Company formation or existence, (b) has the corporate all requisite power and authority to own and lease all of its the properties and assets it now owns and leases and to carry on the its businesses as now being conducted, and (c) is duly qualified or licensed to do business as presently conducted and is qualified as a foreign corporation and is in any good standing in each jurisdiction where in which the failure to be so qualified would have a Material adverse effect on property owned, leased or operated by it or the Company, its nature of the business or operationsconducted by it makes such qualification necessary.

Appears in 3 contracts

Samples: Merger Agreement (Communications World International Inc), Agreement and Plan of Merger and Reorganization (Communications World International Inc), Merger Agreement (Communications World International Inc)

Organization; Qualification. The Company (a) is a corporation duly organized, validly existing and in good standing under the laws of its organization. The Company state of incorporation; (b) has the all requisite corporate power and authority to carry on its business as it is now being conducted and to own all of its the properties and assets it now owns; and (c) is duly qualified or licensed to carry on the do business as presently conducted and is qualified as a foreign corporation in any good standing in every jurisdiction in which such qualification is required except where the failure to be so qualified or licensed or in good standing would not reasonably be expected to have a Company Material adverse effect on the Company, its business or operationsAdverse Effect.

Appears in 2 contracts

Samples: Common Stock and Warrant Purchase Agreement (Ista Pharmaceuticals Inc), Common Stock and Warrant Purchase Agreement (Ista Pharmaceuticals Inc)

Organization; Qualification. The Company is a corporation duly organized, organized and validly existing and in good standing under the laws Laws of its organizationEngland and Wales. The Company has the requisite corporate power and authority necessary to (a) conduct business in the manner in which its business is currently being conducted; and (b) to own all of (or lease or otherwise hold) and use its properties assets in the manner in which its assets are currently owned and assets and used. The Company is duly qualified to carry on the transact business as presently conducted and is qualified as a foreign corporation in any good standing in each jurisdiction where in which the failure to be so qualified qualify would have a Material material adverse effect on the Company, its business or operations.

Appears in 2 contracts

Samples: Share Purchase Agreement (Ventyx Biosciences, Inc.), Share Purchase Agreement (Ventyx Biosciences, Inc.)

Organization; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws Applicable Laws of its jurisdiction of organization, and has all requisite corporate power and corporate authority to conduct its business as it is now being conducted and to own, lease, use and operate its Properties. The Company has is duly qualified or licensed to do business in each jurisdiction in which the corporate power and authority to own all use, ownership or operation of its properties and assets and to carry on the business as presently conducted and is qualified as a foreign corporation in any jurisdiction Properties make such qualification or licensing necessary, except where the failure to be so duly qualified or licensed would have not result in a Material adverse effect on the Company, its business or operationsAdverse Effect.

Appears in 1 contract

Samples: Stock Sale Agreement (Memc Electronic Materials Inc)

Organization; Qualification. The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization. The Company organization and has the corporate power and corporate authority to own all of own, lease, operate and otherwise use its properties and assets and to carry on its business as now presently conducted. The Company is duly qualified to do business in each jurisdiction in which such qualification is necessary because of the nature of the business as presently conducted and is qualified as a foreign corporation in any jurisdiction by it, except where the failure to be so qualified would not have a Material adverse effect on the Company, its business or operationsAdverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Allied Defense Group Inc)

Organization; Qualification. The Company (a) is a corporation duly --------------------------- organized, validly existing and in good standing under the laws of the state of its organization. The Company formation or existence, (b) has the corporate all requisite power and authority to own and lease all of its the properties and assets it now owns and leases and to carry on the its businesses as now being conducted, and (c) is duly qualified or licensed to do business as presently conducted and is qualified as a foreign corporation and is in any good standing in each jurisdiction where in which the failure to be so qualified would have a Material adverse effect on property owned, leased or operated by it or the Company, its nature of the business or operationsconducted by it makes such qualification necessary.

Appears in 1 contract

Samples: Merger Agreement (Communications World International Inc)

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Organization; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of its organizationthe State of New York. The Company has the corporate power and authority is duly qualified or licensed to own all of its properties and assets and to carry on the do business as presently conducted and is qualified as a foreign corporation in any good standing in every jurisdiction where the failure to be so qualified would have a Material adverse effect on character of its properties, owned or leased, or the Company, nature of its business or operationsactivities make such qualification necessary.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mehta Shrikant)

Organization; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of its organizationjurisdiction of incorporation. The Company has the corporate power and authority to operate, own all of and lease its properties and assets and to carry on the business as presently conducted and is qualified as a foreign corporation in any jurisdiction where the failure to be so qualified would have a Material adverse effect on the Company, its business or operations.and

Appears in 1 contract

Samples: Stock Purchase Agreement (MRV Communications Inc)

Organization; Qualification. The Company is a corporation corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Company has the corporate power and authority to operate, own all of and lease its properties properties, perform its obligations and assets and to carry on the its business as presently conducted now conducted. Company has the power, authority and is qualified as a foreign corporation in any jurisdiction where the failure capacity to be so qualified would have a Material adverse effect on the Company, enter into this Agreement and perform its business or operationsobligations under this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (MCF Corp)

Organization; Qualification. The Company is a corporation an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The Company has , with the corporate requisite power and authority to own perform all of its properties and assets and to carry on the business as presently conducted and obligations under each contract by which it is qualified as a foreign corporation in any jurisdiction where the failure to be so qualified would have a Material adverse effect on the Company, its business or operationsbound.

Appears in 1 contract

Samples: Securities Purchase Agreement (Eagle Bulk Shipping Inc.)

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