Organization; Reporting Company Status. 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it is incorporated and is duly qualified as a foreign corporation in all jurisdictions in which the failure so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company or on the consummation of any of the transactions contemplated by this Agreement (a “Material Adverse Effect”).
Appears in 19 contracts
Samples: Securities Purchase Agreement (Espre Solutions Inc), Securities Purchase Agreement (Turbine Truck Engines Inc), Securities Purchase Agreement (American Security Resources Corp.)
Organization; Reporting Company Status. 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it is incorporated and is duly qualified as a foreign corporation in all jurisdictions in which the failure so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company or on the consummation of any of the transactions contemplated by this Agreement (a “"Material Adverse Effect”").
Appears in 17 contracts
Samples: Securities Purchase Agreement (Seaway Valley Capital Corp), Registration Rights Agreement (Quintek Technologies Inc), Securities Purchase Agreement (Ultradata Systems Inc)
Organization; Reporting Company Status. 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it is incorporated State of Delaware and is duly qualified as a foreign corporation in all jurisdictions in which the failure to so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company or on the consummation of any of the transactions contemplated by this Agreement (a “"Material Adverse Effect”").
Appears in 10 contracts
Samples: Securities Purchase Agreement (Thermatrix Inc), Securities Purchase Agreement (Thermatrix Inc), Securities Purchase Agreement (Viisage Technology Inc)
Organization; Reporting Company Status. 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it is incorporated and is duly qualified as a foreign corporation in all jurisdictions in which the failure so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company or on the consummation of any of the transactions contemplated by this Agreement (a “Material Adverse Effect”"MATERIAL ADVERSE EFFECT").
Appears in 8 contracts
Samples: Securities Purchase Agreement (X-Change Corp), Securities Purchase Agreement (Invicta Group Inc), Securities Purchase Agreement (Seven Charles C)
Organization; Reporting Company Status. 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state or its jurisdiction in which it is incorporated of organization and is duly qualified as a foreign corporation in all jurisdictions in which the failure to so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, or on the consummation of any of the transactions contemplated by this Agreement (a “"Material Adverse Effect”").
Appears in 4 contracts
Samples: Securities Purchase Agreement (Diamond Entertainment Corp), Replacement Securities Purchase Agreement (Diamond Entertainment Corp), Securities Purchase Agreement (Diamond Entertainment Corp)
Organization; Reporting Company Status. 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it is incorporated State of New Jersey and is duly qualified as a foreign corporation in all jurisdictions in which the failure to so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company or on the consummation of any of the transactions contemplated by this Agreement (a “"Material Adverse Effect”").
Appears in 3 contracts
Samples: Securities Purchase Agreement (Dynamicweb Enterprises Inc), Securities Purchase Agreement (Dynamicweb Enterprises Inc), Securities Purchase Agreement (Dynamicweb Enterprises Inc)
Organization; Reporting Company Status. 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it is incorporated and is duly qualified as a foreign corporation in all jurisdictions in which the failure so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company or on the consummation of any of the transactions contemplated by this Agreement (a “Material Adverse Effect”)...
Appears in 3 contracts
Samples: Common Stock Shares Purchase Agreement (Nature Vision, Inc.), Common Stock Shares Purchase Agreement (Nature Vision, Inc.), Common Stock Shares Purchase Agreement (Nature Vision, Inc.)
Organization; Reporting Company Status. 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it is incorporated State of Georgia and is duly qualified as a foreign corporation in all jurisdictions in which the failure to so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company or on the consummation of any of the transactions contemplated by this Agreement (a “"Material Adverse Effect”").
Appears in 3 contracts
Samples: Securities Purchase Agreement Securities Purchase Agreement (Network Connection Inc), Securities Purchase Agreement (Network Connection Inc), Securities Purchase Agreement (Global Technologies LTD)
Organization; Reporting Company Status. 1. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it is incorporated Nevada and is duly qualified as a foreign corporation company in all jurisdictions in which the failure so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company or on the consummation of any of the transactions contemplated by this Agreement (a “Material Adverse Effect”).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Genmed Holding Corp), Securities Purchase Agreement (Genmed Holding Corp)
Organization; Reporting Company Status. 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state or its jurisdiction in which it is incorporated of organization and is duly qualified as a foreign corporation in all jurisdictions in which the failure to so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company or on the consummation of any of the transactions contemplated by this Agreement (a “"Material Adverse Effect”").
Appears in 2 contracts
Samples: Securities Purchase Agreement (Adatom Com Inc), Securities Purchase Agreement (Adatom Com Inc)
Organization; Reporting Company Status. 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it is incorporated and is duly qualified as a foreign corporation in all jurisdictions in which the failure so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company or on the consummation of any of the transactions contemplated by this Agreement (a “Material Adverse Effect”).
Appears in 2 contracts
Samples: Purchase Agreement (Umed Holdings, Inc.), Purchase Agreement (Umed Holdings, Inc.)
Organization; Reporting Company Status. 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it is incorporated and is duly qualified as a foreign corporation in all jurisdictions in which the failure so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company or on the consummation of any of the transactions contemplated by this Agreement (a “Material Adverse Effect”).
Appears in 1 contract
Organization; Reporting Company Status. 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it is incorporated and is duly qualified as a foreign corporation in all jurisdictions in which the failure so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, financial condition (financial or otherwise) or results of operations of the Company or on the consummation of any of the transactions contemplated by this Agreement (a “"Material Adverse Effect”").
Appears in 1 contract
Samples: Securities Purchase Agreement (Peabodys Coffee Inc/Nv)
Organization; Reporting Company Status. (1. ) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it is incorporated State of New York and is duly qualified as a foreign corporation in all jurisdictions in which the failure to so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company or on the consummation of any of the transactions contemplated by this Agreement (a “"Material Adverse Effect”").
Appears in 1 contract
Samples: Securities Purchase Agreement (Star Multi Care Services Inc)
Organization; Reporting Company Status. 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it is incorporated and is or will be duly qualified as a foreign corporation in all jurisdictions in which the failure so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company or on the consummation of any of the transactions contemplated by this Agreement (a “Material Adverse Effect”).
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Organization; Reporting Company Status. 1. (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it is incorporated State of Delaware and is duly qualified as a foreign corporation in all jurisdictions in which the failure to so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company or on the consummation of any of the transactions contemplated by this Agreement (a “"Material Adverse Effect”").
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Organization; Reporting Company Status. 1. The Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it is incorporated and is duly qualified as a foreign corporation in all jurisdictions in which the failure to so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company and the subsidiaries or on the consummation of any of the transactions contemplated by this Agreement (a “"Material Adverse Effect”").
Appears in 1 contract
Organization; Reporting Company Status. 1. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it is incorporated and is duly qualified as a foreign corporation in all jurisdictions in which the failure so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company or on the consummation of any of the transactions contemplated by this Agreement (a “Material Adverse Effect”"MATERIAL ADVERSE EFFECT").
Appears in 1 contract
